Common use of Deposit Clause in Contracts

Deposit. Within one (1) business day after the execution and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one (1) business day after following the mutual execution and delivery exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Seven Thousand One Hundred Forty Three and No/100 Dollars ($7,143.00) (the “Initial Deposit shall be delivered by Buyer Deposit”), in the form of a wire transfer payable to Lawyers Chicago Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (“Escrow AgentHolder”). In the event that Unless this Agreement shall have been terminated pursuant to Section 6.02 hereofthe provisions hereof prior thereto, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two no later than three (23) business days after such the expiration of the Inspection Period “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of One Hundred Thousand and No/100 Dollars ($100,000) (the “Additional Deposit”, and together with the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit Escrow Holder shall become part of deposit the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent a non-commingled trust account and shall invest the Deposit in an interest-insured, interest bearing account or money market fund accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Existing Owner and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. All interest on In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall accrue be paid to Existing Owner and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur or (d) any other reason other than a default by Buyer, except as otherwise provided in Section 12.03 hereof. At then the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against immediately and automatically paid over to Buyer without the balance of the Purchase Price owed need for any further action by either Party hereto. The sole remedy for a failure by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of make the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives or the Additional Deposit as provided and when required hereunder shall be for Seller to terminate this Agreement. All references in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver this Agreement to a “return of the Deposit” shall also be deemed to include a return of the “Additional ReceiptDeposit” on under the signature pages hereof“Other Property Purchase Agreements” (as defined herein).

Deposit. Within one three (13) business day after Business Days (hereinafter defined) following the execution and delivery of this AgreementEffective Date, the Initial Deposit Purchaser shall be delivered by Buyer to Lawyers deposit with Commercial Title Insurance CompanyGroup, National AccountsInc., Boston Office, Attention: located at 0000 Xxxxxxxx Xxxxxx X. Xxxxx, Esq. Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (“Escrow Agent”) in cash, One Hundred Twenty-five Thousand Dollars ($125,000) (the “Initial Deposit”). In the event that pursuant If Purchaser elects to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate proceed with this Agreement and this Agreement being otherwise then in effect, beyond the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (as defined in Article 4 below), no later than three (3) Business Days after the expiration of the Inspection Period, the Purchaser shall deliver to the Escrow Agent the additional sum of One Hundred Twenty Five Thousand Dollars ($125,000) in immediately available funds (the “Additional Deposit”). The Deposit shall be held by the Escrow Agent in an interest bearing escrow account under Purchaser’s tax identification number and shall be released or applied in accordance with the terms of this Agreement. The Initial Deposit and the Additional Deposit, together with all interest accrued earned thereon, being are collectively hereinafter referred to herein as the “Deposit”).” The Escrow Agent shall not be liable for any acts or omissions at any time unless caused by the gross negligence or willful malfeasance of the Escrow Agent with respect to the escrow established herein. If a dispute arises between the parties as to the disposition of the Deposit, the Escrow Agent shall: (i) hold the Deposit until the Escrow Agent has received releases signed by all parties to the transaction authorizing disposition of the Deposit, or (ii) hold the Deposit until such time as one of the parties to the transaction files suit and the court in which the suit is filed orders the disbursement of the Deposit, or (iii) deliver such Deposit into the court by filing an Interpleader Action. In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of any litigation between Seller and Purchaser concerning the Deposit, Escrow Agent shall invest Agent’s sole responsibility may be satisfied, at Escrow Agent’s option, by delivering the Deposit into the court in an interest-bearing account which such litigation is pending, and Purchaser and Seller agree that upon deliverance of such Deposit into court, neither Purchaser nor Seller shall have any further right, claim, demand, or money market fund as directed by Buyeraction against the Escrow Agent. All interest on In the Deposit shall accrue to Buyer, except as otherwise provided event any dispute arises under this Agreement between Seller and Purchaser resulting in Section 12.03 hereof. At the Closing, Escrow Agent being made a party to any litigation, Seller and Purchaser, jointly and severally, shall release indemnify the Deposit to SellerEscrow Agent for all costs, which Deposit shall be credited and reasonable attorneys’ fees and legal expenses incurred by the Escrow Agent as a result thereof, provided that such litigation does not result in a judgment against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of for acting improperly under this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one (1) business day after In connection with the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is sometimes referred to herein as the "Execution Date"), Buyer shall promptly, but in any event within three (3) Business Days of the Execution Date, deposit into escrow (the "Escrow") with State Street Bank and Trust Company (the "Escrow Holder") 3.5% of the Cash Consideration (the "Deposit") in immediately available, good funds, to be held and disbursed pursuant to the Escrow Agreement, dated on or about the Initial Execution Date, among the Sellers, Buyer and the Escrow Holder (the "Escrow Agreement"). Such Escrow Agreement shall include the provisions set forth in this Section 1.7, including any provisions incorporated by reference herein. Upon receipt of the Deposit, the Escrow Holder shall immediately deposit the Deposit into an interest-bearing account. The Deposit shall be delivered by only become nonrefundable upon the earlier of (x) the Closing Date or (y) the termination of this Agreement pursuant to Section 7.1(d) (a "Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”Default Termination"). In the event that pursuant to Section 6.02 hereofthe Deposit becomes non-refundable by reason of a Buyer Default Termination, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit provisions of Section 1.8 below shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereofapply. At the Closing, Escrow Agent shall release all of the Deposit to Seller, which Deposit (and any interest accrued thereon) shall be credited against the balance toward payment of the Purchase Price owed Cash Consideration. If this Agreement is terminated for any reason other than a Buyer Default Termination, the Escrow Holder shall return to Buyer the Deposit (and any interest accrued thereon) upon receipt of notice by Buyer to Sellerthe Escrow Holder. By its execution The Escrow Holder's escrow fees and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent charges shall agree to hold be paid one-half by Sellers and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofone-half by Buyer.

Deposit. Within one (1) business day after Concurrently with the execution and delivery of this Agreement, Lima is delivering to the Company cash in the amount of $5.0 million (the “Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow AgentAmount”). In the event that this Agreement has not been terminated by Parent pursuant to Section 6.02 hereof, 7.1(c) or otherwise terminated pursuant to Article VII prior to the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Due Diligence Termination Date (as defined in Section 1.06 hereof3.3), (i) Lima, Parent, the Company and Xxxxx Fargo Bank, N.A. (the “Escrow Agent”) shall, on or prior to the Due Diligence Termination Date, execute an Escrow Agreement substantially in the form attached hereto as Exhibit B, subject to any changes that may be required by paying a Second the Escrow Agent (the “Escrow Agreement”), and (ii) Lima shall (or shall cause Parent to), on the first business day after the Due Diligence Termination Date, deliver to the Escrow Agent cash in the amount of $25.0 million (the “Additional Deposit Amount”) to be held by the Escrow Agent in escrow pursuant to the terms of the Escrow Agreement. In the event that this Agreement has not been terminated pursuant to Article VII on or prior to the date of the Company Meeting (as defined in Section 1.06 hereof5.5) into escrowand the principal terms of the Merger are approved by the holders of the majority of the Units entitled to vote on the matter at the Company Meeting, such Second Lima shall (or shall cause Parent to), on the first business day after the Company Meeting, cause the Escrow Agent to deliver the Additional Deposit shall become part Amount to the Company pursuant to the terms of the Escrow Agreement. The Initial Deposit to be Amount and all amounts held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives at any time (including the Additional Deposit Amount together with interest earned thereon while held by the Escrow Agent) shall be referred to in this Agreement as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofEscrow Fund”).

Deposit. Within one (1) business day after To secure the execution and delivery performance by Purchaser of its obligations under this Agreement, Purchaser will make a deposit of One Million Dollars ($1,000,000.00) in the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attentionfollowing manner: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent i) within two (2) business days after such the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the amount of Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Purchaser (unless Seller shall default hereunder) but which shall be applicable to the Purchase Price at Closing (the “Non-Refundable Portion of the Initial Deposit”), and (ii) shall thereafter deliver the additional sum (the “Additional Deposit”) of Five Hundred Thousand and Dollars ($500,000.00) within two (2) business days after the expiration of the Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, the Initial Deposit and the Additional DepositDeposit shall both be non-refundable to Purchaser (unless Seller shall default hereunder), together with all interest accrued thereonbut shall be applicable to the Purchase Price at Closing. The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an xxxxxxx money deposit (collectively, being collectively referred to herein as the “Deposit”)) pursuant to the provisions of this Agreement. In Any and all interest accrued or earned thereon shall be paid to Purchaser except in the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined of a default by Purchaser, in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part which event all of the Deposit interest shall be disbursed to be held in escrow Seller, together with the Deposit, as liquidated damages in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and default provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofbelow.

Deposit. Within one (1) business day after To secure the execution and delivery performance by Purchaser of its obligations under this Agreement, Purchaser will make a deposit of One Million Dollars ($1,000,000.00) in the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attentionfollowing manner: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent i) within two (2) business days after such the execution of this Agreement by both Seller and Purchaser, Purchaser shall deposit with LandAmerica/Commonwealth Land Title Insurance Company (the “Escrow Agent”), the initial sum (the “Initial Deposit”) of Five Hundred Thousand Dollars ($500,000.00), a portion of which in the amount of Twenty-Five Thousand Dollars ($25,000.00) shall be immediately non-refundable to Purchaser until Closing (unless Seller shall default hereunder) (the “Non-refundable Portion of the Initial Deposit”), and (ii) shall thereafter deliver the additional sum (the “Additional Deposit”) of Five Hundred Thousand Dollars ($500,000.00) within two (2) business days after the expiration of the Inspection Period (as hereinafter defined). Upon expiration of the Inspection Period, the Initial Deposit and the Additional DepositDeposit shall both be non-refundable to Purchaser until Closing (unless Seller shall default hereunder). The Initial Deposit and the Additional Deposit shall be sent by wire transfer to the Escrow Agent and held and disbursed by the Escrow Agent as an xxxxxxx money deposit (collectively, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”)) pursuant to the provisions of this Agreement. In At and only upon Closing, the Deposit shall be refunded to Purchaser and the entire Purchase Price shall be due in full. Any and all interest accrued or earned thereon shall be paid to Purchaser except in the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined of a default by Purchaser, in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part which event all of the Deposit interest shall be disbursed to be held in escrow Seller, together with the Deposit, as liquidated damages in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and default provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofbelow.

Deposit. Within one (1a) business day after Concurrently with the execution and delivery of this Agreement, the Initial Deposit shall be delivered Agreement by Buyer and Sellers, Buyer shall deliver a deposit by wire transfer to Lawyers Title Insurance CompanyJPMorganChase Bank, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. N.A. (“Escrow Agent”). In ) in an amount equal to Five Hundred Thousand and no/100 Dollars ($500,000) (the event that “Initial Deposit”) to hold in an interest bearing account pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate terms of this Agreement and this the Escrow Agreement being otherwise attached hereto as Exhibit J (the “Escrow Agreement”). On or before the tenth (10th) day following the date hereof, Buyer shall have the right to increase the Initial Deposit by an additional Nine Million Five Hundred Thousand and no/100 Dollars ($9,500,000) (the “Additional Funds”), by delivering such amount by wire transfer to the Escrow Agent. Should Buyer in fact so increase the Initial Deposit within such ten (10) day period by such amount, then the provisions of Section 2.05 hereof shall be disregarded in their entirety and be of no force or effect, the Additional Deposit shall intention of the Parties being that this Agreement be delivered by Buyer to construed as if such Section was not a part hereof. All monies placed with the Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all pursuant to this Section 2.02 shall accrue interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms Escrow Agreement from the date such monies are deposited with the Escrow Agent until the earlier of the Scheduled Closing Date or the termination of this Section 1.04Agreement. Upon receipt from Buyer of the DepositThereafter, Escrow Agent shall invest if the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue is delivered to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree Seller to hold and dispose of because Buyer has extended the Initial Deposit Closing in accordance with Section 11.02, Seller shall hold such Deposit but such monies shall accrue no interest from the terms and provisions of Scheduled Closing Date until the Extended Closing Date. All monies placed with the Escrow Agent pursuant to this Agreement, and Section 2.02 plus any such accrued interest shall be included in the term “Deposit.” All fees payable to the extent that Escrow Agent receives under the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute Agreement shall be borne and deliver the “Additional Receipt” on the signature pages hereofpaid one-half by Buyer and one-half by Seller.

Deposit. Within one (1) business day after the execution and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period Effective Date, Buyer shall deposit with First American Title Insurance Company (the Initial "Title Company" or “Escrow Agent”), having its office at 801 Nicollet Mall, Suite 0000, Xxxxxxxxxxx, XX 00000, Xxxxxxxxx: Xxxxx Xxxxx, the sum of Xxx Xxxxxxx Thousand and No/100 Dollars ($200,000.00) (the "Second Deposit") in good funds, either by certified bank or cashier's check or by federal wire transfer. Buyer has previously deposited the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) (the “First Deposit”) with the Title Company. If Buyer shall fail to deposit the Second Deposit within the time period provided for above, Seller may terminate this Agreement at any time prior to deposit of the Second Deposit, in which case this Agreement shall be null and void ab initio and in such event the Title Company shall immediately deliver to Seller all copies of this Agreement in its possession, return the First Deposit to Buyer, and thereafter neither party shall have any further rights or obligations to the other hereunder, except as otherwise set forth in this Agreement. The Title Company shall hold the First Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions conditions of a deposit escrow agreement entered into among Seller, Buyer and Title Company. The First Deposit and the Second Deposit, together with all interest earned on such sums, are referred to collectively as the "Deposit." After the expiration of the Inspection Period (as hereinafter defined), if Buyer does not elect to terminate this Agreement in accordance with Section 3.2, the Deposit shall be wholly non-refundable to Buyer, except as expressly set forth otherwise herein (including but not limited to, in the event of Seller’s failure to perform its obligations under this Agreement, and title objection, casualty, condemnation, failure to obtain the Estoppel Certificate or SNDA, change in Seller’s representation as set forth in Section 5.2, failure of Buyer to obtain the franchise agreement or management agreement as set forth in Section 4.17). The Deposit shall remain at all times applicable to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofPurchase Price.

Deposit. Within one (1) business day after the Upon execution and delivery of this Agreement, Buyer shall deposit the sum of One Million Dollars ($1,000,000) (the “Initial Deposit”) in cash in immediately available funds in escrow with Chicago Title Insurance Company, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxx, phone: (000) 000-0000, fax: (000) 000-0000 (the “Title Company”). The Initial Deposit shall be delivered by nonrefundable to Buyer and shall be released to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In Seller in the event that pursuant Buyer elects to Section 6.02 hereof, terminate this Agreement in accordance with section 1.2. Buyer’s failure to deposit the Inspection Period expires without Initial Deposit in escrow in a timely manner shall constitute a material breach of this Agreement and Buyer having exercised its shall be liable for the amount of the Initial Deposit as liquidated damages for such breach. If Buyer does not exercise the right to terminate this Agreement and this Agreement being otherwise then in effectaccordance with section 1.2 hereof, Buyer shall, on or before the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration last day of the Inspection Period Property Approval Period, deposit the additional sum of Four Million Dollars ($4,000,000) (the “Additional Deposit”) in cash in immediately available funds in escrow with the Title Company. The Initial Deposit and the Additional Deposit, Deposit together with all interest accrued thereon, being earned thereon shall collectively be referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional .” The Deposit shall become part of the Deposit to be held in escrow in accordance with by the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit Title Company in an interest-bearing account or money market fund as directed designated in writing by BuyerBuyer and approved in writing by Seller. All interest on If Seller and Buyer complete the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance purchase and sale of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Property in accordance with this Agreement, the terms Deposit and provisions all interest thereon shall be applied to payment of the total purchase price for the Property in accordance with section 2.1 hereof. If Buyer exercises the right to terminate this Agreement in accordance with section 1.2 hereof, or if the purchase and sale of the Property is not completed and this Agreement terminates for any reason other than a material default by Buyer under or a material breach by Buyer of this Agreement, then (i) the Deposit and all interest thereon shall be returned to Buyer upon such termination of this Agreement and (ii) if requested by Seller, Buyer shall provide Seller with original and copies of all studies, tests, reports and other documents or materials relating to the extent that Escrow Agent receives the Additional Deposit as provided Property prepared, conducted or made by, for or on behalf of Buyer in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofaccordance with section 1.2.

Deposit. Within one (1) business day after Simultaneous with the execution and delivery of this Agreement, Buyer shall deposit the Initial Deposit with Escrow Agent, as escrow agent for Buyer and Seller. If Buyer does not elect to terminate this Agreement on or before the conclusion of the Inspection Period, then on or before the conclusion of the Inspection Period, and as a condition to the continuing purchase rights of Buyer hereunder, Buyer shall increase the amount of the Initial Deposit by delivering the Additional Deposit to Escrow Agent, and thereafter the Deposit shall be delivered by Buyer non-refundable except as otherwise set forth herein. The Deposit will be held in an interest-bearing account with interest to Lawyers Title Insurance Companyfollow the Deposit. At the Closing the Deposit, National Accountstogether with accrued interest, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”)will be applied against the Purchase Price. In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate breaches this Agreement or fails to close notwithstanding Seller’s being ready, willing and this Agreement being otherwise then able to perform at Closing, Seller shall retain the Deposit as liquidated damages and Seller shall have no further remedy at law or in effect, the Additional equity. The Deposit shall be delivered by refundable to Buyer in the event this Agreement is terminated pursuant to Paragraphs 10, 14 or 15 hereof. Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit agrees to act as escrow agent for Buyer and the Additional Deposit, together with all interest accrued thereon, being collectively referred Seller hereunder and to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of administer the Deposit to be held in escrow in accordance with the terms of this Section 1.04Agreement. Upon receipt from Escrow Agent may also rely on instructions jointly given by Buyer and Seller as to the disposition of the Deposit. BY INITIALING OR SIGNING WHERE INDICATED BELOW, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by THE PARTIES SPECIFICALLY APPROVE THE LIQUIDATED DAMAGES PROVISION CONTAINED IN THIS PARAGRAPH 3, AND ACKNOWLEDGE THAT UPON A DEFAULT BY BUYER, SELLER SHALL ONLY BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT AS ITS EXCLUSIVE REMEDY, WHETHER AT LAW OR IN EQUITY, FOR BUYER’S FAILURE TO PURCHASE THE PROPERTY HEREUNDER. Seller: /s/ XXXXXXX X. XXXXXX Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.: /s/ XXXXX X. XXXXX

Deposit. Within one (1) business day after To secure the performance by Purchaser of its obligations under this Agreement simultaneous with the execution of this Agreement by Purchaser, Purchaser has delivered to Gunster, Yoakley, Valdes, Fauli & Sxxxxxx, P.A., 700 Xxxxx Xxxxxxx Xxxxx, Xxxxx 000 Xxxx, Xxxx Xxxx Xxxxx, Xxxxxxx as escrow agent (the "Escrow Agent"), the sum of One Hundred Thousand Dollars ($100,000) ("Initial Deposit"). In the event this Agreement has not been terminated prior to the end of the "Inspection Completion Date" (as hereinafter defined), then on or before the expiration of the Inspection Completion Date and delivery each and every thirty (30) days thereafter until the earlier to occur of Closing or any earlier termination of this Agreement, the Initial Deposit Purchaser shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer deliver to Escrow Agent within two an additional deposit of Fifty Thousand Dollars (2$50,000) business days after (each such $50,000 deposit is referred to as "Additional Deposit" and collectively referred to as "Additional Deposits"). Additionally, in the event this Agreement is not terminated on or before the expiration of the Inspection Period (Completion Date, then on or before the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part expiration of the Deposit Inspection Completion Date, the Purchaser shall deliver to be held in escrow in accordance with the terms Escrow Agent an additional deposit of this Section 1.04One Million Dollars ($1,000,000) ("Second Deposit"). Upon receipt from Buyer of a W-9 form, the Deposit, Escrow Agent shall invest the Initial Deposit, Second Deposit and each of the Additional Deposits delivered to Escrow Agent (such sums together with all interest thereon is hereinafter collectively referred to as "Deposit") in an interest-interest bearing account maintained with or money market fund as directed issued by Buyera commercial bank, savings bank or savings and loan association doing business in Palm Beach County, Florida. All interest on The parties hereby agree that the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release hold each portion of the Deposit delivered to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of Escrow Agreement attached hereto as EXHIBIT B ("Escrow Agreement"), which Escrow Agreement shall govern Escrow Agent's responsibilities with respect to the Deposit pursuant to this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within Buyer will, within one (1) business day after execution hereof deposit with the execution Escrow Agent the sum of Five Hundred Thousand and delivery of this Agreement, no/100 Dollars ($500,000.00) in immediately available funds as a deposit with Escrow Agent whose address is as indicated in Section 10.3 (the “Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow AgentDeposit”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within Within two (2) business days after such the expiration or termination of the Due Diligence Period, and assuming that Buyer has elected to proceed with this transaction at the end of the Due Diligence Period by providing a notice to Seller of its intention to proceed delivered prior to the expiration of the Inspection Due Diligence Period (a “Notice to Proceed”), Buyer shall make an additional deposit of Two Hundred Fifty Thousand and no/100 Dollars ($250,000.00) (the “Additional Deposit”) with Escrow Agent. Escrow Agent shall immediately deposit all Deposits upon receipt in Federally insured interest-bearing accounts. If a Notice to Proceed is given by Buyer, the Deposit shall be non-refundable except as expressly provided in this Agreement, including Sections 3.1, 4.2, 5.1, 9.2(b) and 10.2(b) and shall be held in a federally-insured interest-bearing account and delivered by Escrow Agent in accordance with the provisions of Article 5. Interest earned on the Deposit shall be considered part of the Deposit. Except as otherwise expressly set forth herein, the Deposit shall be applied against the Purchase Price on the Closing Date. Failure to timely deliver the Notice to Proceed shall be deemed an election by Buyer to terminate this Agreement, in which case the Initial Deposit shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations. If Buyer does not deliver a Notice to Proceed, or notifies Seller at any time prior to the Additional Depositexpiration of the Due Diligence Period that it desires to terminate this Agreement (which Buyer may do in its sole and absolute discretion), together with all interest accrued thereon, being collectively referred to herein as then the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part be promptly returned to Buyer free of any offset or any claim of Seller and, thereafter, the parties shall have no further rights or obligations hereunder except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations; provided, however, that as a condition to the return of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided and in Section 12.03 hereof. At the Closingconsideration to Seller entering into this Agreement, Escrow Agent Buyer shall release the Deposit deliver to Seller, which Deposit shall be credited against the balance without representation or warranty of the Purchase Price owed any kind, copies of all due diligence reports, studies or other materials obtained by Buyer to Seller. By from third parties in connection with its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreementdue diligence investigations, and Buyer shall return to the extent that Escrow Agent receives the Additional Deposit as provided Seller any such materials which were delivered or made available by Seller to Buyer and remain in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofBuyer’s possession upon such termination.

Deposit. Within one three (13) business day days after the Effective Date, Buyer shall deposit by cashier's check or wire transfer of immediately available federal funds into the Escrow provided for in Section 5 the sum of Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00) (the "DEPOSIT"). After the Deposit is made, Two Hundred Thousand Dollars ($200,000.00) of the Deposit (the "NONREFUNDABLE CONSIDERATION") shall be immediately disbursed to Seller and shall be nonrefundable to Buyer, notwithstanding any other provision of this Agreement except in the event of a default by Seller. The parties acknowledge that the Nonrefundable Consideration is intended as consideration for Seller entering into this Agreement and committing to take the Property off the market and to sell the Property upon the terms and conditions in this Agreement. As such, the Nonrefundable Consideration shall be deemed earned upon the execution and delivery of this Agreement, the Initial Deposit shall be delivered regardless of whether this Agreement is subsequently terminated for failure of a contingency or a closing condition (other than a default by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”Seller). In the event that If Buyer has not terminated this Agreement pursuant to Section 6.02 hereof, 3.1 or 4.2 below on or prior to the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Due Diligence/Feasibility Date (as defined in Section 1.06 hereof) by paying a Second Additional 4.2 below), Escrow Holder shall, without any requirement for further instructions, release the remaining Deposit (as defined other than the previously released Nonrefundable Consideration) to Seller, which funds shall become non-refundable in Section 1.06 hereof) into escrowall instances other than a termination of this Agreement due to Seller's default hereunder or the failure of an express condition precedent to Buyer's obligation to close Escrow under this Agreement. The Deposit will be credited against the Purchase Price. If requested by Buyer, such Second Additional prior to any disbursement to Seller hereunder, the Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, deposited by Escrow Agent shall invest the Deposit in Holder into an interest-bearing account or money market fund as directed selected by Buyer. All The interest on the Deposit shall accrue earned prior to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit disbursement to Seller, which Deposit Seller shall be credited against the balance of the Purchase Price owed at the time of Closing or in the event that this Agreement is terminated, the interest shall be paid to the Buyer, unless such termination is a result of Buyer's default under the terms hereof. Buyer shall not be entitled to any interest on the Deposit from and after its disbursement hereunder to the Seller. In addition to all of Seller's rights and remedies under this Agreement and applicable law, Seller shall have the right to terminate this Agreement if for any reason Buyer shall fail to make the Deposit required to be made by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofwhen due hereunder.

Deposit. Within one (1) business day after following the execution and delivery of this AgreementEffective Date, the Initial Deposit Buyer shall be delivered by Buyer deliver to Lawyers Alamo Title Insurance, as agent for First American Title Insurance Company (“Title Company”), National Accounts0000 Xxxxxx Xxxxx, Boston OfficeXxxxx 000, Xxxxxxx, Xxxxx, 00000, Attention: Xxxxxx X. Xxxxx, Esq. Lucky Long (“Escrow Agent”). In the event that ) (pursuant to Section 6.02 hereofwiring instructions provided to Buyer) a wire transfer of immediately available federal funds, in the Inspection Period expires without Buyer having exercised its right to terminate this Agreement amount of Five Hundred Thousand and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two No/100 United States Dollars (2$500,000.00) business days after such expiration of the Inspection Period as an xxxxxxx money deposit (the Initial Deposit and the Additional Depositwhich amount, together with all the interest accrued thereonearned on such amount, being collectively is referred to herein in this Agreement as the “Deposit”). In If Buyer fails to timely deposit the event Deposit with Escrow Agent as provided in this Section 3A(1), this Agreement shall automatically terminate, it being expressly agreed by Seller and Buyer that time is of the essence with respect to Buyer’s obligation to deliver the Deposit. The Deposit shall be invested by Title Company as instructed by Buyer exercises its right under Section 1.06 hereof to extend and Seller in the Termination Date “Escrow Agreement” (as defined in Section 1.06 hereofbelow) which shall be executed by paying a Second Additional Deposit Buyer and Seller and delivered to Title Company (along with an executed copy of this Agreement) on the Effective Date. Upon the successful completion of the “Due Diligence Period” (as defined below in Section 1.06 hereof5A) into escrowas evidenced by Buyer’s failure to deliver the “Termination Notice” as provided (and defined in Section 5D below), such Second Additional the Deposit shall become part of the be non-refundable to Buyer (except as otherwise specifically provided in this Agreement). The Deposit to shall be held in escrow by Title Company in accordance with the terms of this Section 1.04. Upon receipt from Buyer 3C below and the terms of a separate escrow agreement in the form of Exhibit C attached hereto and dated as of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed date hereof by Buyer. All interest on the Deposit shall accrue to and among Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution Seller and delivery of Title Company (the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof”).

Deposit. Within one (1) business day Business Day (as defined below) after the execution and delivery of this Agreement, and as a condition precedent to the Initial Deposit effectiveness and enforceability of this Agreement against Seller, Buyer shall be delivered by Buyer deliver to Lawyers First American Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company of New York (“Escrow Agent”). In , in its capacity as such, by wire transfer of immediately available funds to the event that pursuant to Section 6.02 hereofaccount set forth in Exhibit D, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement a deposit of Two Million and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two Five Hundred Thousand Dollars (2$2,500,000) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all any interest accrued earned thereon, being collectively referred to herein and as such initial deposit may be increased in accordance with this Section 1.3, the “Deposit”). In The Deposit shall be held and disbursed by the event that Buyer exercises its right under Section 1.06 hereof Escrow Agent in accordance with Article 7. To the extent Buyers desire to extend the Termination Closing from the Initial Closing Date (as defined set forth in Section 1.06 hereof1.2(a), Buyers shall have 2 option(s) (each an “Extension Option”) to so extend the Initial Closing Date by paying a Second Additional Deposit up to thirty (as defined 30) days for each Extension Option, provided that in order to exercise any Extension Option (i) Buyers shall deliver Seller written notice thereof at least three (3) Business Days prior to the Initial Closing Date or any extended Closing Date which notice shall set forth the new Closing Date, (ii) Buyers shall not be in default of this Agreement beyond any notice and cure period specified in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part 5.1 as of the Deposit date of the delivery of such notice and as of the date of the effectiveness of the exercise of such Extension Option and (iii) promptly following delivery of such notice by Buyers, but in no event later than one (1) Business Day prior to be held the Closing Date then in escrow effect immediately prior to the exercise of such Extension Option, deliver to Escrow Agent an additional deposit in accordance with the terms of this Section 1.04. Upon receipt from Buyer amount $1,000,000 for each Extension Option so exercised, in the same manner as the delivery of the Deposit, which amount, after receipt thereof by Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to BuyerAgent, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against added to (and shall thereafter constitute a portion of) the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofDeposit.

Deposit. Within one (1) business day Business Day after the Parties’ mutual execution and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Agreement (“Escrow AgentDeposit Date”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer deliver to Escrow Agent within two Holder the sum of SEVEN HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS (2$750,000.00) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”)) by cashier’s check or other immediately available funds. In Escrow Holder shall invest the event that Deposit in an interest bearing account. If Buyer exercises its right under Section 1.06 hereof delivers or is deemed to extend the Termination Date have delivered to Seller or Escrow Holder a “Notice of Approval” (as defined in Section 1.06 hereof10.2 below) by paying a Second Additional on or before 5:00 p.m. EDT/EST on September 9, 2011 (the “Feasibility Date,” and the period ending at 5:00 p.m. EDT/EST on such date, the “Feasibility Period”), Escrow Holder shall continue to hold the Deposit (in escrow pursuant to the terms of this Agreement. Escrow Holder shall deliver the Deposit to Seller at Closing without further instructions from the Parties. Buyer acknowledges and agrees that the Deposit shall be nonrefundable to Buyer under any circumstance other than as defined set forth in Section 1.06 hereof) into escrow, such Second Additional 4.3 below. The Deposit shall become part be applied to payment of the Purchase Price upon Closing. This Agreement shall only be effective upon Escrow Holder’s receipt of the Deposit pursuant to this Section and if Buyer does not place the Deposit in Escrow before 5:00 p.m. EDT/EST on the Deposit Date, this Agreement shall, at Seller’s option upon notice to Buyer and Escrow Holder, terminate and be held in escrow of no further force and effect without the need for further instructions or acknowledgements by the Parties. Simultaneously with execution of this Agreement, Buyer shall provide Seller with evidence satisfactory to Seller that Buyer has sufficient funds to close the transaction in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within On the Effective Date, Buyer will deposit with the Escrow Agent the sum of One Million and 00/100 Dollars ($1,000,000.00) (the “Initial Deposit”) to secure Buyer’s obligations under this Agreement, which Initial Deposit shall thereafter be non-refundable except as otherwise expressly set forth in this Agreement. If Buyer does not provide notice to Seller terminating this Agreement on or prior to the Due Diligence Expiration Date, as permitted pursuant to Section 5.3 hereof, Buyer shall, within one (1) business day after Business Day following the execution and delivery of this AgreementDue Diligence Expiration Date, deposit with the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two the sum of One Million and 00/100 Dollars (2$1,000,000.00) business days after such expiration of (the Inspection Period (“Additional Deposit”, and together with the Initial Deposit and the Additional DepositExtension Deposit (as defined below), together with all interest accrued thereonif any, being collectively referred to herein as the “Deposit”), which Deposit shall thereafter be non-refundable except as otherwise expressly set forth in this Agreement. In Buyer’s failure to timely deposit any amount required pursuant to this Section shall be deemed a default under this Agreement entitling Seller immediately and without notice to exercise its remedies for a Buyer default as set forth in this Agreement. The Escrow Agent will maintain and disburse the event that Buyer exercises its right under Section 1.06 hereof Deposit pursuant to extend the Termination Date (as defined terms and conditions of this Agreement. If Closing occurs in Section 1.06 hereof) by paying a Second Additional accordance with this Agreement, the Deposit (and all interest earned thereon) shall be applied against the Purchase Price, as defined in Section 1.06 hereof) into escrow, such Second Additional hereinafter provided. The Deposit shall become be invested by Escrow Agent in an interest-bearing money market account at a bank or other financial institution reasonably satisfactory to each of Seller and Buyer. Any and all interest earned on the Deposit shall be considered part of the Deposit and shall be reported to Buyer’s federal tax identification number. If this Agreement is terminated, or if either party fails to perform any of its agreements hereunder, the Deposit shall be held disposed of in escrow the manner hereinafter provided. If any dispute arises under this Agreement with respect to the disposition of the Deposit or the entitlement of any party to the Deposit or the obligations of Escrow Agent with respect thereto, Escrow Agent shall not be required to determine the resolution of any such dispute and shall not be obligated to make any delivery of the Deposit; but in such event, Escrow Agent shall hold the Deposit until receipt by Escrow Agent of an authorization in writing signed by Buyer and Seller directing the disposition of same, or in the absence of such authorization, Escrow Agent shall hold the Deposit until the final determination of the rights of Buyer and Seller in an appropriate proceeding. If such written authorization is not given, or if proceedings for such determination are not promptly commenced and diligently continued to a resolution, Escrow Agent may bring an appropriate action or proceeding for leave to deposit said monies in a court of competent jurisdiction in the Commonwealth of Massachusetts pending such determination and to submit such resolution of such dispute to such court by action of interpleader. Buyer and Seller hereby consent to the jurisdiction of such court in connection with any such dispute. Escrow Agent shall not be responsible hereunder for any acts or omissions unless willfully done or done in a grossly negligent manner, and upon delivery of the Deposit in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the DepositAgreement, Escrow Agent shall invest have no further liability to the Deposit parties hereunder or in an interest-bearing account connection herewith. Seller and Buyer hereby jointly and severally agree to indemnify and hold Escrow Agent harmless from and against any and all loss, costs or money market fund damages arising under this Agreement or in connection herewith (except such loss, costs or damages as directed by Buyershall result from the gross negligence or misconduct of Escrow Agent). All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release be entitled to reasonable compensation (not to exceed $1,000 in the Deposit aggregate) for its services pursuant to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, this Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and Buyer and Seller each agree to pay one-half of such compensation to Escrow Agent. Buyer and Seller reserve the extent that right, at any time and from time to time, to substitute a new escrow agent in place of Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofAgent.

Deposit. Within one (1) business day after the execution and delivery of this AgreementEscrow Holder shall, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Companyat Closing, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest hold the Deposit in an interest-interest bearing account for the benefit of Seller, until the earlier of: (i) the Final Payment Date; or money market fund as directed (ii) receipt of a joint notice from the parties stating that all amounts owing under the Promissory Note have been fully paid. Upon receipt of notice, executed by Buyer. All interest on both parties, that all amounts owing under the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit Promissory Note have been paid to Seller, Escrow Holder shall deliver to Seller the remaining balance of the Deposit and all interest thereon (less any unpaid Seller's Chargers, which Deposit shall be credited against deducted by Escrow Holder). Upon receipt of a notice, executed by both parties, that Buyer has failed to make all payments owed under the Promissory Note on or before the Final Payment Date, Escrow Holder shall: (i) prepare a grant deed conveying good and marketable title to Seller with no additional liens or encumbrances, and (ii) upon receiving and recording said grant deed conveying title to the Property to Seller, pay the balance of the Purchase Price owed Deposit and all interest thereon (less any unpaid escrow and title changes) to Buyer. If Escrow Holder does not receive one of the two jointly executed notices specified in this Section 10.4 on or before the Final Payment Date, or if Escrow Holder does not receive the Buyer Grant Deed, in recordable form and fully executed by Buyer within fifteen (15) days following the Final Payment Date, Escrow Holder shall deliver the Deposit and all interest thereon (less any unpaid escrow and title charges) to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and Seller shall be permitted to exercise any and all remedies against Buyer, including but not limited to all remedies set forth in the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofDeed of Trust.

Deposit. Within one (1) business day after Upon Buyer’s execution of the execution and delivery of this Agreement, the Initial Deposit Buyer shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. place Six Hundred Thousand One Hundred and no/100 Dollars (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two $600,100.00) as a deposit (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In ) with the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit Title Company to be held in escrow in accordance with trust pursuant to the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent Agreement: Title Company shall invest place the Deposit in an interest-bearing account or money market fund as directed by Buyeraccount. All Any interest earned on the Deposit shall accrue be part of the Deposit. If the Approval Notice (defined below) is not provided, the Deposit and interest shall be refunded to Buyer during the period commencing on the Agreement Date and ending at 5:00 p.m. (local time) on the date that is forty-five (45) days after the Agreement Date (“Feasibility Period”). The last day of the Feasibility Period is referred to as the “Approval Date”. If Buyer decides to proceed with the transaction contemplated herein, Buyer shall deliver written notice thereof to Seller prior to the expiration of the Feasibility Period (the “Approval Notice”). If Buyer fails to timely deliver the Approval Notice, this Agreement shall be deemed automatically terminated and of no further force or effect (except for the Parties’ Surviving Obligations [defined below]), and Escrow Agent shall retain the Deposit, less reasonable and customary escrow termination fees charged by Escrow Agent, if any (the “Escrow Fees”), to Buyer without further instruction or written approval from Seller. The Deposit includes the amount of One Hundred Dollars ($100.00) (the “Independent Consideration”) as independent consideration for Seller’s performance under this Agreement and shall be retained by Seller in all instances. The Independent Consideration shall be non-refundable to Buyer as independent consideration for rights and options extended to Buyer under this Agreement, including, without limitation the right and option to terminate the Agreement as provided therein. The Independent Consideration shall be released to Seller immediately following Buyer’s deposit of such funds with the Title Company. In all instances Seller’s Initial: /s/ RB, JF & DZ Buyer’s Initials: /s/ DD under this Agreement in which Buyer elects to terminate or is deemed to have terminated the Agreement and the Deposit is returned to Buyer, except as otherwise provided in Section 12.03 hereofSeller shall retain the Independent Consideration. At the Closing, Escrow Agent The Independent Consideration shall release the Deposit to Seller, which Deposit shall not be credited against the balance of applicable towards the Purchase Price owed or treated as consideration given by Buyer for any purpose other than stated in this Section 2.2(A)(1). Buyer and Seller expressly acknowledge and agree that (i) the Independent Consideration, plus Buyer’s agreement to pay the costs provided in this Agreement has been bargained for as consideration for Seller. By its ’s execution and delivery of this Agreement and for Buyer’s review, inspection and termination rights during the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this AgreementFeasibility Period, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a(ii) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofsuch consideration is adequate for all purposes under any applicable law or judicial decision.

Deposit. Within one One (1) business Business day after following the execution and delivery of this Agreementdate hereof, the Initial Deposit Buyer shall be delivered by Buyer to Lawyers deposit with Title Insurance Company, National Accountsas escrow agent (in such capacity, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”), Two Hundred Thousand and no/100 Dollars ($200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”) in immediately available funds by wire transfer to such account as Escrow Agent shall designate to Buyer. In the event that If this Agreement is not terminated pursuant to Section 6.02 hereofsubsection 7.1(a), the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to deposit with Escrow Agent within two (2) business days after such on the first Business Day following expiration of the Inspection Due Diligence Period an additional Five Hundred Twenty Five Thousand and no/100 Dollars (the Initial Deposit and the Additional Deposit$525,000.00) in immediately available funds by wire transfer to such account as Escrow Agent shall designate to Buyer (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and Seller may terminate this Agreement, in which event the Initial Deposit, and all interest accrued thereon, being collectively shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part .” Upon delivery of the Deposit by Buyer to Escrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the terms provisions of this Section 1.0414.5. Upon receipt from Buyer of All interest earned on the Deposit, Deposit while held by Escrow Agent shall invest be paid to the party to whom the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyeris paid, except as otherwise provided in Section 12.03 hereof. At that if the ClosingClosing occurs, Escrow Agent Buyer shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit receive a credit for such interest in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofsubsection 2.2(a).

Deposit. Within one Purchaser shall deposit with Escrow Agent no later than the following events the following amounts: (1i) business day on the third (3rd) Business Day after the execution and delivery Effective Date, Ten Million Dollars ($10,000,000), (ii) on the third (3rd) Business Day after the date of this Agreementthe expiration of the Study Period, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right if Purchaser fails to terminate this Agreement and this Agreement being otherwise then in effectaccordance with Section 5.2, Ten Million Dollars ($10,000,000) (individually or collectively, as the Additional Deposit shall case may be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Depositat any time, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional that the total Deposit at such time shall be Twenty Million Dollars ($20,000,000). The Deposit shall become part of the Deposit to be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement in accordance with the terms of this Section 1.04form attached hereto as Schedule 3.1. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing savings account or money market fund short-term U.S. Treasury Bills or similar cash-equivalent securities, as directed by BuyerPurchaser and Seller. All Any and all interest earned on the Deposit shall accrue be reported to BuyerPurchaser’s federal tax identification number and shall become part of the Deposit. The Deposit shall be applied to the Purchase Price if the Closing occurs. If Purchaser fails to deliver any installments of the Deposit to Escrow Agent within the time required under this Section 3.1, except as otherwise provided in Section 12.03 hereof. At then this Agreement shall, at Seller’s election, terminate (other than the ClosingSurviving Obligations), and any Deposit then held by Escrow Agent shall release be promptly paid or delivered to Seller following such termination. At Purchaser’s election all or any portion of the Deposit may be made by delivering to Sellerthe Escrow Agent a letter of credit, which Deposit shall be credited against mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably approved by Seller issued or confirmed for direct payment by a financial institution acceptable to Seller that will accept draws upon such letter of credit in either Boston, Massachusetts or New York, New York, that expires no earlier than one hundred twenty (120) days after the balance Closing Date, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the right to draw thereon. Purchaser shall remain fully liable for the amount of the Purchase Price owed Deposit, without duplication, if any such letter of credit evidencing the Deposit expires, is terminated or is otherwise not payable to or drawable by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Seller in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one (1) On or before the close of business day after the execution and delivery of this Agreementon August 19, the Initial Deposit 2011, Buyer shall be delivered by Buyer deliver to Lawyers Chicago Title Insurance Company (“Title Company”), National Accountsat its offices at 000 Xxxxx Xxxxx Xxxxxx, Boston OfficeChicago, Illinois, Attention: Xxxxxx X. XxxxxXx. Xxxxx Xxxxxxxx, Esq. in its capacity as escrow agent (“Escrow Agent”). In , a deposit in the event that pursuant form of a cashier’s check or wire transfer of immediately available funds in the amount of Seven Million and No/100 Dollars ($7,000,000.00) (which amount is referred to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate in this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional DepositAgreement, together with all interest accrued earned thereon, being collectively referred to herein as the “Deposit”). In If the event that Buyer exercises Deposit is not delivered within such period, then Seller may terminate this Agreement in its right under Section 1.06 hereof to extend sole and absolute discretion. All interest earned on the Termination Date (as defined in Section 1.06 hereof) by paying Deposit, or any portion thereof, shall be deemed a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit. The Deposit shall be nonrefundable to Buyer except as otherwise herein expressly provided. The Deposit shall be held in escrow invested by Escrow Agent in accordance with the terms of this Section 1.04. Upon receipt from Buyer a separate escrow agreement in the form of Exhibit “B” attached hereto and dated as of the Depositdate hereof by and among Buyer, Seller and Escrow Agent (the “Deposit Escrow Agreement”). At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in one of the following investments (“Approved Investments”): (i) United States Treasury obligations, (ii) United States Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Buyer, or (iii) a money market account at a major money center banking institution reasonably acceptable to Buyer. Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit only as provided in accordance with this Agreement, the Deposit Escrow Agreement and the "Escrow Instructions" (as hereinafter defined); provided, however, the Deposit Escrow Agreement and the Escrow Instructions are ancillary to this Agreement and the terms and provisions of this AgreementAgreement shall control in all circumstances. Upon the sale of the Property, the Deposit (and all interest thereon) shall be delivered to Seller and applied as a credit towards the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofPurchase Price.

Deposit. Within one five (15) business day days after the execution Effective Date, Buyer shall deliver by wire transfer in immediately available U.S. dollars, to Excel Title Company (the "Escrow Agent"), an initial deposit (the "Initial Deposit") in the amount of Five Hundred Thousand and delivery No/100 Dollars ($500,000.00). Provided that this Contract is not earlier terminated in accordance with the terms contained herein, within five (5) days after the expiration of this Agreementthe Study Period (as defined in Paragraph 5 below), Buyer shall wire transfer in immediately available U.S. dollars, to Escrow Agent an additional deposit ("Additional Deposit") in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00). The Initial Deposit and the Additional Deposit (or only the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, until the Additional Deposit shall be is delivered by Buyer to Escrow Agent within two (2Agent) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being shall be known collectively referred to herein hereunder as the “"Deposit”)". In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest hold the Deposit in an interest-bearing account or money market fund as directed by Buyer. All and all interest accruing on the Deposit while being held by Escrow Agent shall accrue be deemed a part of the Deposit for all purposes under this Contract. The Escrow Agent shall promptly provide the Association proof of receipt of the Deposit. Provided that this Contract is not earlier terminated in accordance with the terms contained herein, within five (5) days after Buyer has received the Final Approval (as defined in Paragraph 4 below) pursuant to Buyer, except as otherwise provided in Section 12.03 hereof. At the ClosingParagraph 4 below, Escrow Agent shall release to Seller by wire transfer, as instructed by the Association in writing to Escrow Agent with a copy to Buyer, the Deposit and Buyer shall pay to Seller within said five (5) days an additional amount equal to Two Million and No/100 Dollars ($2,000,000.00) (the "Purchase Price Advance") in U.S. Dollars which payment shall to be made by wire transfer as instructed by the Association in writing, at which time the Seller shall execute and deliver to Buyer in recordable form a first lien deed of trust covering the Property (the "Deed of Trust") which secures the Seller, which 's obligation to return to Buyer the Deposit shall be credited against the balance of and/or the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Advance in accordance with the terms and provisions conditions of this AgreementContract. The Deed of Trust shall be in the form attached hereto as Exhibit "B" and incorporated herein by reference and may be recorded by Buyer at Buyer's sole discretion. In the event that Buyer has not obtained Final Approval, not less than thirty (30) days prior to the "Outside Closing Date", as defined in paragraph 6 below, Buyer shall either (a) release the Deposit and pay the Purchase Price Advance to Seller, in exchange for Seller delivering the Deed of Trust, all pursuant to this paragraph, or (b) if it has proceeded with commercially reasonable diligence, terminate this Contract, in which event the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations hereunder, except for the Buyer's Study Period Obligations (as defined below). After release of the Deposit to the Seller by Escrow Agent and payment of the Purchase Price Advance to Seller by Buyer, Seller shall be entitled to hold, invest, disburse and otherwise utilize the Deposit and Purchase Price Advance in any manner which Seller elects, in its sole discretion, and any interest earned by Seller on the Deposit and Purchase Price Advance shall be solely for the benefit of Seller. In the event any provision of this Contract entitles Buyer to obtain the return of the Deposit and/or the Purchase Price Advance, then Seller shall return the Deposit and/or Purchase Price Advance to Buyer within thirty (30) days after Seller's obligation to return such Deposit and/or Purchase Price Advance arises. In the event that Seller fails to return the Deposit and/or Purchase Price Advance to Buyer within such thirty (30) day period, then interest shall thereafter accrue on the amount owed at the rate of ten percent (10%) per annum simple interest, prorated on a per diem basis, for the time period commencing on the first (1st) day after the expiration of such thirty (30) day period and ending on the date that the Deposit and/or Purchase Price Advance is received by Buyer. In addition, if the Deposit and/or Purchase Price Advance is not returned to Buyer within such thirty (30) day period, then Buyer shall be entitled to assert all claims and causes of action which may be available to Buyer at law or in equity in order to obtain the return of the Deposit and/or Purchase Price Advance, including (without limitation) Buyer's right to exercise its remedies under the Deed of Trust. Buyer shall execute and cause to be recorded among the County land records a release of the Deed of Trust within five (5) days of either (i) the return of the entire Deposit and/or Purchase Price Advance by Seller to Buyer pursuant to the extent that Escrow Agent receives terms and conditions of this Contract, or (ii) any termination of this Contract for any reason which would entitle Seller to retain the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofand/or Purchase Price Advance hereunder.

Deposit. Within one (1) business day after On the execution date a Bid Procedures Order is issued by the Bankruptcy Court, Buyer shall deliver to an escrow agent jointly selected by Seller and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In ) cash in the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two amount of Two Hundred Fifty Thousand Dollars (2$250,000) business days after such expiration of the Inspection Period as an xxxxxxx money deposit (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with pursuant to the terms and conditions of an escrow agreement mutually acceptable to Seller and Buyer which shall provide for release of the Deposit as provided in this Section 1.042.6 and Section 10.3. Upon receipt from Buyer of If the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the ClosingClosing occurs, Escrow Agent shall release the Deposit to SellerSeller at the Closing as partial payment of the Purchase Price. If this Agreement is terminated before the Closing occurs, which then the Deposit shall be credited against released as provided in Section 10.3. Pending its proper release pursuant to the balance provisions of this Section 2.6, the Purchase Price owed Deposit shall be held by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent in an interest bearing escrow account. Notwithstanding anything contained herein to the contrary, any interest which has accrued with respect to the Deposit, shall agree be released to hold and dispose of the Initial Deposit Buyer from time to time in accordance with Buyer’s instructions to the terms Escrow Agent. Seller and Buyer agree to prepare, execute and deliver such written instructions as the other party or the Escrow Agent may reasonably request to ensure that the Deposit is released in accordance with this Section 2.6. Nothing contained in this Section 2.6 shall be deemed to constitute a limitation on damages or limit any remedies otherwise available to Buyer or Seller. Seller and Buyer shall each pay one half of the fees of the Escrow Agent. Seller shall acquire no rights in the Deposit other than as expressly set forth herein, and the Deposit shall not become property of Seller’s bankruptcy estate prior to the time that it is released, or should properly be released, to Seller under the provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one On the Effective Date, Purchaser shall deliver to Escrow Agent a wire transfer in the sum of Ten Million Dollars (1$10,000,000) business day after (the execution and delivery of "Initial Deposit"), as a good faith deposit. If this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that Agreement has not been terminated pursuant to Section 6.02 hereof2.7, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit Purchaser shall be delivered by Buyer deliver to Escrow Agent within two a wire transfer for an additional deposit of Ten Million Dollars (2$10,000,000) business days after such expiration of the Inspection Period (the "Additional Deposit") in accordance with the last paragraph of Section 2.7. The Initial Deposit and the Additional Deposit, together with the Additional Deposit when and if made, is and all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest earned on the Deposit deposited funds while in Escrow, shall accrue to Buyer, except as otherwise provided in Section 12.03 hereofcomprise the "Deposit". At the Closing, Escrow Agent shall release the Deposit to Seller, which The Deposit shall be credited against the balance of the Purchase Price owed invested by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent in a commercial bank or banks acceptable to Sellers' Representative and Purchaser at money market rates, or in such other investments as shall agree to hold be approved in writing by Sellers' Representative and dispose of the Initial Purchaser. The Deposit shall be held and disbursed by Escrow Agent in strict accordance with the terms and provisions of this Agreement. All accrued interest or other earnings on the Deposit shall become part of the Deposit. The Deposit shall be either (i) applied at Closing against the Adjusted Purchase Price, (ii) returned to Purchaser pursuant hereto, or (iii) paid to Sellers pursuant hereto (pro rata based upon their Percentage Shares). If Purchaser fails to timely deliver the Deposit to Escrow Agent under this Agreement, at any time prior to such delivery Sellers' Representative, on behalf of Sellers and as their sole remedy, may terminate this Agreement upon written notice to Purchaser. Upon Escrow Agent's receipt of any notice from Sellers' Representative or Purchaser directing the extent disposition of the Deposit, Escrow Agent shall only deliver the Deposit pursuant to such notice after Escrow Agent first sends written notice to Sellers' Representative and Purchaser stating that Escrow Agent receives intends to deliver the Additional Deposit as provided so directed, and neither Sellers' Representative nor Purchaser provide a written notice to Escrow Agent objecting to such proposed delivery within two (2) Business Days thereafter. If neither Sellers' Representative nor Purchaser provides such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall deliver the Deposit as so directed. If either Sellers' Representative or Purchaser provide such written objection to Escrow Agent within such two (2) Business Day period, Escrow Agent shall (i) hold the Deposit until it is instructed by a joint written statement of Sellers' Representative and Purchaser as to the disposition of the Deposit, (ii) pay the Deposit into the registry of the court in connection with an interpleader filed pursuant to Section 1.04(a12.10, or (iii) hereofpay the Deposit in accordance with a final nonappealable judgment of a court ordering the disposition of the Deposit. Subject to the foregoing, if any provision contained in this Agreement requires the Deposit to be returned to Purchaser, the Escrow Agent shall return the Deposit to Purchaser if and only after Purchaser and its Affiliates shall have paid to Sellers and Owner all amounts then owing to Sellers or any Acquired Entity under the Inspection Agreement or pursuant to any provisions contained in this Agreement which survive a termination of this Agreement. Within two (2) Business Days after receiving notice from Purchaser that this Agreement requires the Deposit to be returned to Purchaser, unless Sellers' Representative is contesting Purchaser's right to the return of the Deposit, Sellers' Representative shall notify Purchaser of all reasonable amounts believed to be owed to Sellers or any Acquired Entity pursuant to the preceding sentence, together with invoices or other written evidence thereof. Upon Purchaser's payment of such amounts or deposit with Escrow Agent of cash in an amount equal to the portion thereof which Purchaser is investigating or disputing (or instructions to withhold such amount from the Deposit), Escrow Agent shall return the Deposit to Purchaser (less such withheld amounts, if any). If Purchaser deposits cash with Escrow Agent in respect of the foregoing amounts, Escrow Agent will similarly execute hold such cash until it is instructed by a joint written statement of Sellers' Representative and deliver Purchaser or the “Additional Receipt” on final non-appealable judgment of a court as to the signature pages hereofdisposition of such cash.

Deposit. Within one During the fifteen (115) business day after period following the execution and delivery of this AgreementAgreement by Seller and Purchaser, Purchaser shall use diligent and commercially reasonable good faith efforts (“Diligent Efforts”) to obtain the Barclays Consent and the Senior Mezz Lender Consent. If Purchaser does not obtain such Consents within such fifteen (15) day period, Purchaser and Seller shall each have the right to terminate this Agreement by written notice to the other party. If neither party terminates, Purchaser shall, wihin two (2) business days after such fifteen (15) day period, deposit an amount equal to Eighty Eight Thousand and No/100 Dollars ($88,000.00) (plus any interest or earnings accrued thereon, the Initial Deposit shall be delivered “Deposit”), by Buyer to Lawyers Title Insurance Companywire transfer, National Accountsofficial bank check, Boston Officeor other immediately available funds, Attention: Xxxxxx X. Xxxxx, Esq. (“with the Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to has not been deposited with Escrow Agent within two (2) business days after such following the expiration of the Inspection Period aforesaid fifteen (the Initial Deposit and the Additional Deposit15) day period, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”)this Agreement shall immediately terminate. In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional The Deposit shall become part be deposited by the Escrow Agent into an interest-bearing, fully insured account, as directed by the Purchaser. The Deposit shall be applied to payment of the Deposit to Closing Payment at Closing or shall otherwise be held in escrow in accordance with the terms of this Section 1.04paid as herein provided. Upon receipt from Buyer of The Purchaser acknowledges and agrees that the Deposit, when made, is “At Risk” with respect to a default by the Purchaser of its obligations to close the purchase and sale of the Interest as set forth in this Agreement (as specifically set forth in Section 11.2). All interest earned in said account of the Escrow Agent shall invest be for the Deposit in an interest-bearing account or money market fund as directed of the Purchaser and reported by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives Internal Revenue Service as income to the Additional Deposit as provided Purchaser (and the Purchaser agrees to execute a Form W-9 and any other tax documents necessary in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofconnection therewith).

Deposit. Within one (1) business day after the execution and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days Business Days after such expiration the Effective Date, the Purchasers shall deposit with the Escrow Agent, in immediately available funds, the sum of the Inspection Period EUR 25,000,000 (the Initial Deposit and the Additional Deposit, together with all increased by any interest accrued thereon, being collectively referred to herein as the “Escrowed Deposit”). In , of which EUR 22,500,000 shall be deposited by the event that Buyer exercises its right under Section 1.06 hereof to extend Majority Purchaser and EUR 2,500,000 shall be deposited by the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrowMinority Purchaser, such Second Additional Deposit shall become part of the Deposit to which will be held in escrow by the Escrow Agent pursuant to the terms of the Escrow Undertaking and this Agreement as security for the performance by the Purchasers of their obligations under this Agreement. If the Purchasers fail to deposit all or any portion of the Escrowed Deposit with the Escrow Agent within the time period described above, this Agreement shall automatically terminate, and if this Agreement terminates, the Polish Purchase Agreement shall also automatically terminate. The Escrowed Deposit shall be (i) paid to the Seller at the Closing hereunder or (ii) otherwise disbursed as provided herein. Each Party agrees and covenants to promptly deliver such written instructions, joint or otherwise, to the Escrow Agent as are required to effect the release of the Escrowed Deposit in accordance with the terms of this Section 1.04Agreement. Upon receipt from Buyer (b) If, except in connection with the payment of the DepositEscrowed Deposit to the Seller at Closing, the Escrow Agent receives written notice from either Purchaser or Seller, or both, setting forth the identity of the Party to whom the Escrowed Deposit is to be disbursed and further setting forth the specific section or paragraph of this Agreement pursuant to which the disbursement of the Escrowed Deposit is being requested, the Parties agree that notwithstanding the terms of the Escrow Undertaking the Escrow Agent shall invest disburse the Escrowed Deposit in an interest-bearing account pursuant to such notice; provided, however, that if such notice is given by either the Purchasers or money market fund as directed by Buyer. All interest on Seller but not both, the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release (i) promptly notify the Deposit to Sellerother Party (either Seller or the Purchasers, which Deposit shall be credited against as the balance case may be) that the Escrow Agent has received a request for disbursement, and (ii) withhold disbursement of the Purchase Price owed by Buyer to Seller. By its execution Escrowed Deposit for a period of five (5) Business Days after receipt of such notice of disbursement and delivery if the Escrow Agent receives written notice from either the Purchasers or the Seller within said five (5) Business Day period which notice countermands the earlier notice of disbursement, then the “Initial Receipt” on the signature pages hereof, Escrow Agent shall withhold such disbursement until both the Purchasers and Seller can agree upon a disbursement of the Escrowed Deposit. The Purchasers and Seller each hereby agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and send to the extent that other, pursuant to Section 10.1 below, a duplicate copy of any written notice sent to the Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.requesting such disbursement or countermanding a request for disbursement. 2.5

Deposit. Within one One (1) business Business day after following the execution and delivery of this Agreementdate hereof, the Initial Deposit Buyer shall be delivered by Buyer to Lawyers deposit with Title Insurance Company, National Accountsas escrow agent (in such capacity, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”), One Hundred Thousand and no/100 Dollars ($100,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”) in immediately available funds by wire transfer to such account as Escrow Agent shall designate to Buyer. In the event that If this Agreement is not terminated pursuant to Section 6.02 hereofsubsection 7.1(a), the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to deposit with Escrow Agent within two (2) business days after such on the first Business Day following expiration of the Inspection Due Diligence Period an additional Three Hundred Thousand and no/100 Dollars (the Initial Deposit and the Additional Deposit$300,000.00) in immediately available funds by wire transfer to such account as Escrow Agent shall designate to Buyer (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and Seller may terminate this Agreement, in which event the Initial Deposit, and all interest accrued thereon, being collectively shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part .” Upon delivery of the Deposit by Buyer to Escrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the terms provisions of this Section 1.0414.5. Upon receipt from Buyer of All interest earned on the Deposit, Deposit while held by Escrow Agent shall invest be paid to the party to whom the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyeris paid, except as otherwise provided in Section 12.03 hereof. At that if the ClosingClosing occurs, Escrow Agent Buyer shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit receive a credit for such interest in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofsubsection 2.2(a).

Deposit. Within one forty-eight (148) business day after hours of the execution and delivery of this Agreement, Seller and Buyer shall enter into the escrow agreement substantially in the form attached hereto as Appendix I, subject to any revisions required by the Escrow Agent (the “Deposit Escrow Agreement”) along with the Escrow Agent, pursuant to which Buyer shall deposit in cash an amount equal to five percent (5%) of the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Purchase Price (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement such amount being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as called the “Deposit”), provided however that the form of Deposit Escrow Agreement entered into shall provide that the Deposit is only disbursed upon issuance of joint written instructions by Buyer and Seller. If such Deposit Escrow Agreement is not executed by the Parties within forty-eight (48) hours of the execution of this Agreement, this Agreement shall terminate with no further liability of the Parties hereto. In the event that the transactions contemplated hereby are consummated in accordance with the terms hereof, then Buyer exercises its right under Section 1.06 hereof shall promptly, but in no event more than forty-eight (48) hours after such consummation, deliver to extend the Termination Date (as defined Escrow Agent joint written instructions with Seller, in Section 1.06 hereof) by paying a Second Additional the form attached to the Deposit (as defined in Section 1.06 hereof) into escrowEscrow Agreement, such Second Additional Deposit shall become part of directing the Escrow Agent to wire the Deposit to Seller. The Deposit shall thereupon be held in released from said escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed Escrow Agreement and applied to the Purchase Price. In the event the transactions contemplated hereby otherwise fail to close on the Closing Date due to a material breach of this Agreement by Buyer. All interest on , including, for the avoidance of doubt, Buyer’s failure to obtain all funds necessary to pay the Purchase Price at the Closing, the Deposit shall accrue be released to Buyer, except as otherwise provided in Section 12.03 hereof. At Seller pursuant to the Closing, delivery to the Escrow Agent shall release of joint written instructions by Buyer and Seller which Buyer agrees to deliver promptly, but in no event later than forty-eight (48) hours after such termination, in the form attached to the Deposit Escrow Agreement, directing the Escrow Agent to wire the Deposit to Seller. In the event the transactions contemplated hereby fail to close on the Closing Date for any reason other than a material breach of this Agreement by Buyer, which the Deposit shall be credited against returned to Buyer pursuant to the balance delivery to the Escrow Agent of the Purchase Price owed joint written instructions by Buyer and Seller which Seller agrees to Seller. By its execution and delivery of deliver promptly, but in no event later than forty-eight (48) hours after such termination, in the “Initial Receipt” on form attached to the signature pages hereofDeposit Escrow Agreement, directing the Escrow Agent shall agree to hold and dispose of wire the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofBuyer. THE PARTIES HEREBY ACKNOWLEDGE THAT THE EXTENT OF DAMAGES TO SELLER OCCASIONED BY THE FAILURE OF THIS TRANSACTION TO BE CONSUMMATED WOULD BE IMPOSSIBLE OR EXTREMELY DIFFICULT TO ASCERTAIN AND THAT THE AMOUNT OF THE DEPOSIT IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES UNDER THE CIRCUMSTANCES AND DOES NOT CONSTITUTE A PENALTY.

Deposit. Within As of the opening of "ESCROW" (as defined in Section 2.1), Buyer shall deposit by its company check the sum of One Hundred Thousand Dollars ($100,000.00) (the "INITIAL DEPOSIT") into Escrow. "ESCROW HOLDER" (as defined in Section 2.1) shall invest the Initial Deposit in an interest-bearing account, subject to immediate withdrawal without penalty, at a financial institution in Las Vegas, Nevada with interest accruing for the benefit of the party entitled to the Initial Deposit or applicable to the Purchase Price at the Close of Escrow. The Initial Deposit shall be refunded to Buyer if prior to the expiration of the "FEASIBILITY PERIOD" (as defined in Section 3.3.2) Buyer delivers to Seller the Termination Notice (as defined in Section 1.2.3). If Buyer does not deliver the Termination Notice to Seller prior to the expiration of the Feasibility Period, Buyer shall be deemed to have approved the transaction and the Initial Deposit shall be non-refundable except as otherwise set forth in Sections 1.2.3, 2.3.1, 2.6.2, 3.1.3, 3.1.4 or 3.5.5. Provided that this Agreement has not previously been terminated by Buyer's delivery to Seller of the Termination Notice prior to the expiration of the Feasibility Period, Buyer shall deposit by its company check the sum of One Hundred Thousand Dollars ($100,000.00) (the "SECOND DEPOSIT") into Escrow within one (1) business day after the execution and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”)Feasibility Period. In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, The Escrow Agent Holder shall invest the Second Deposit in an interest-bearing account account, subject to immediate withdrawal without penalty, at a financial institution in Las Vegas, Nevada with interest accruing for the benefit of the party entitled to the Second Deposit or money market fund applicable to the Purchase Price at the Close of Escrow. The First Deposit and the Second Deposit are collectively referred to as directed by Buyer. All interest on the "DEPOSIT." Following the expiration of the Feasibility Period, if Buyer has not delivered the Termination Notice to Seller the Deposit shall accrue to Buyer, become non-refundable except as otherwise provided expressly set forth in Section 12.03 hereof. At the ClosingSections 1.2.3, Escrow Agent shall release the Deposit to Seller2.3.1, which Deposit 2.6.2, 3.1.3, 3.1.4 or 3.5.5, and shall be credited against the balance of applicable to the Purchase Price owed by Buyer at Close of Escrow unless otherwise released to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one (1) business day after Business Day following the execution Effective Date and delivery of as a condition precedent to this AgreementAgreement being effective, the Initial Deposit Purchaser shall be delivered by Buyer deliver to Lawyers Commonwealth Land Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (the “Escrow Agent”). In , by federal funds wire transfer, a cash deposit in immediately available funds in the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement amount of Ten Million and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two 00/100 Dollars (2$10,000,000.00) business days after such expiration of the Inspection Period (the “Initial Deposit Deposit” and the Additional Deposit, together with all any interest accrued thereon, being collectively referred to herein as the “Deposit”). In If Purchaser shall fail to deposit the event that Buyer exercises Initial Deposit with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Initial Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent as its right under Section 1.06 hereof sole and exclusive remedy, in which case this Agreement shall be null and void ab initio, and thereafter neither party shall have any further rights or obligations to extend the Termination Date other hereunder, except for those which expressly survive the termination of this Agreement. Concurrently with the execution of this Agreement and prior to Purchaser’s making the Initial Deposit, Seller, Purchaser and Escrow Agent shall enter into an escrow agreement in the form of Exhibit B attached hereto (as defined the “Escrow Agreement”). Escrow Agent shall hold the Deposit in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit accordance with this Agreement and the Escrow Agreement and shall become part of disburse the Deposit to Seller at Closing. Notwithstanding anything to the contrary contained in this Agreement, prior to the expiration of the Study Period (as hereinafter defined), the escrow established hereunder shall be held in a “sole order” escrow for the benefit of Purchaser (meaning that Escrow Agent shall act solely in accordance with the terms instructions of this Section 1.04. Upon receipt from Buyer Purchaser until the expiration of the Study Period in respect of the Deposit). Without limiting the generality of the foregoing, in the event that on or prior to the expiration of the Study Period, Purchaser delivers notice to Escrow Agent stating that Purchaser has elected to terminate this Agreement pursuant to the provisions of Section 4.1.3, then Escrow Agent shall invest refund to Purchaser the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent without any requirement that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereoffirst notify or obtain any approval or consent of Seller.

Deposit. Within one three (13) business day after days following the execution Execution Date, Purchaser shall deposit the sum of One Hundred Thousand and delivery No/100 Dollars ($100,000.00) with Escrow Agent as the exxxxxx money deposit (the "Initial Exxxxxx Money Deposit"). Upon the expiration of the Inspection Period, in the event Purchaser does not terminate this Agreement pursuant to the terms hereof, the Exxxxxx Money shall become non-refundable and shall not be returnable to the Purchaser under any circumstances except as otherwise expressly provided in this Agreement or in the event Seller defaults hereunder. If Purchaser shall validly exercise any right or option under this Agreement to rescind, cancel or terminate this Agreement, the Initial Deposit Exxxxxx Money shall be delivered by Buyer immediately paid over and refunded to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Purchaser in accordance with the terms and provisions conditions of an escrow agreement to be entered into by and between Seller, Purchaser and Escrow Agent, which is attached hereto as Exhibit "D" and incorporated herein by reference (the "Escrow Agreement"), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, and to the extent that except as otherwise expressly provided herein. Escrow Agent receives shall promptly invest the Additional Deposit Exxxxxx Money and disburse same in accordance with the terms, conditions and provisions of the Escrow Agreement, and interest and income earned thereon shall accrue to and become part of the Exxxxxx Money. Seller and Purchaser shall each pay one-half of Escrow Agent's fees and banking charges for serving as provided escrow agent, if any. At and in Section 1.04(a) hereofthe event of Closing, Escrow Agent will similarly execute and deliver shall tender the “Additional Receipt” Exxxxxx Money to Seller on the signature pages hereofClosing Date and the Exxxxxx Money so delivered to Seller shall be applied and credited in reduction of the Purchase Price.

Deposit. Within one three (13) business day Business Days after the execution and delivery of this AgreementEffective Date, Buyer shall make the Initial Deposit, in immediately available funds, with Escrow Agent. If Buyer does not deliver the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within three (3) Business Days following the Effective Date, Seller shall have the right to Terminate this Agreement by giving written notice to Buyer, and neither party shall thereafter have any further liability to the other under this Agreement except as otherwise specifically provided herein. In addition, no later than two (2) business days Business Days after such expiration of the Inspection Period Due Diligence Deadline (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow unless this Agreement is sooner Terminated in accordance with the terms hereof), Buyer shall make the Second Deposit, in immediately available funds, with Escrow Agent. Upon Closing, the Deposit shall be applied to the Purchase Price. If Buyer Terminates this Agreement on or before the Due Diligence Deadline or Buyer otherwise terminates this Agreement in accordance with any right to terminate expressly granted to Buyer by the terms of this Section 1.04. Upon receipt from Buyer of the DepositAgreement, then Escrow Agent shall invest promptly return the Deposit in an interest-bearing account or money market fund Initial Deposit, and the Second Deposit, as directed by applicable, to Buyer. All interest on Except as expressly otherwise set forth herein, after the Due Diligence Deadline, the Deposit shall accrue be non-refundable to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit but shall be credited applied against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Closing Date and shall otherwise be held and delivered by Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms escrow instructions executed by Seller, Buyer and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver (the “Additional Receipt” on Escrow Instructions”) substantially in the signature pages hereof.form attached hereto as Exhibit B.

Deposit. Within one (1) business day after Business Day following the execution Effective Date and delivery of as a condition precedent to this AgreementAgreement being effective, the Initial Deposit Purchaser shall be delivered by Buyer deliver to Lawyers Chicago Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (the “Escrow Agent”). In , by federal funds wire transfer, a cash deposit in immediately available funds in the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two amount of Two Million Dollars (2$2,000,000) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all any interest accrued thereon, being the “Initial Deposit”). On or before the date (such date, the “Additional Deposit Due Date”) that is the first Business Day following the later of (i) expiration or waiver of the Diligence Period (as defined in Section 4.1), or (ii) the date Purchaser is provided with the executed Required Estoppels for each Lease and the executed and acknowledged subordination, non-disturbance and attornment agreements for each Lease, each in the form attached to the Lease made as of November 3, 2004, between Commerce Center Park I, LLC, a Delaware limited liability company, as landlord, and Sweetheart Cup Company Inc., as tenant, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, a cash deposit in immediately available funds in the additional amount of Two Million Dollars ($2,000,000) (the “Additional Deposit”). The Initial Deposit and Additional Deposit are collectively referred to herein as the “Deposit”. If Purchaser shall fail to deposit the full Deposit with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Deposit, terminate this Agreement by written notice to Purchaser and Escrow Agent as its sole and exclusive remedy, in which case this Agreement shall be null and void, and thereafter neither party shall have any further rights or obligations to the other hereunder, except for those which expressly survive the termination of this Agreement. Prior to Purchaser’s making the Deposit, Seller, Purchaser and Escrow Agent shall enter into an escrow agreement in the form of Exhibit B attached hereto (the “Escrow Agreement”). In Escrow Agent shall hold the event that Buyer exercises its right under Section 1.06 hereof to extend Deposit in accordance with this Agreement and the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit Escrow Agreement and shall become part of disburse the Deposit to be held in escrow Seller at Closing. The Deposit is non-refundable unless Purchaser terminates this Agreement in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and express provisions of this Agreement, and to the extent that Escrow Agent receives . Within one Business Day of the Additional Deposit as provided in Section 1.04(a) hereofDue Date, Escrow Agent will similarly execute Purchaser shall enter into a rate lock agreement with its mortgage lender and deliver the “Additional Receipt” on the signature pages hereofshall within one Business Day following such entry provide a copy of such rate lock agreement to Seller.

Deposit. Within Two (2) Business Days following the date hereof, Buyer shall deposit with Title Company, as escrow agent (in such capacity, "Escrow Agent"), Seven Hundred Fifty Thousand and no/100 Dollars ($750,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the "Initial Deposit") in immediately available funds by wire to such account as Escrow Agent shall designate to Buyer. If this Agreement is not terminated pursuant to Sections 7. l(a) and/or 8.2, then Buyer shall deposit with the Escrow Agent on the first ( l51 Business Day following the expiration of the Due Diligence Period an additional Seven Hundred Fifty Thousand and no/I 00 Dollars ($750,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the " Additiona l Deposit") in the form of a cashier's check or wire transfer in immediately available funds. If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and Seller may terminate this Agreement, but only after one (1) business day after Business Day following written notice from either the execution and delivery Escrow Agent or Seller to Buyer (e-mail to suffice) of this Agreementsuch failure, in which event the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with and all interest accrued thereon, being collectively shall be immediately delivered to Seller as liquidated damages in accordance with Section 7.1(c), and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligation in connection herewith except under those provisions that expressly survive a termination of this Agreement). The Initial Deposit and, if delivered, the Additional Deposit(s) (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “"Deposit”)". In the event that Upon delivery by Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrowEscrow Agent, such Second Additional Deposit shall become part of the Deposit will be deposited by Escrow Agent in an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the terms provisions of this Section 1.0414.5. Upon receipt from Buyer of All interest earned on the Deposit, Deposit so invested by Escrow Agent shall invest be paid to the party to whom the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyeris paid, except as otherwise provided in Section 12.03 hereof. At that if the ClosingClosing occurs, Escrow Agent Buyer shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit receive a credit for such interest in accordance with subsection 2.2(a). The Deposit will be held in escrow, and applied to the terms and provisions of HIS York South Hotel closing, to secure Buyer's performance under this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one two (12) business day after Business Days following the date hereof, Buyer shall cause the amount of One Million and No/100 Dollars ($1,000,000.00) (the “Initial Deposit”) to be deposited with Terra Nova Title & Settlement Services, authorized agent for First American Title Insurance Company (the “Title Company” or “Escrow Agent”). If Buyer does not elect to terminate this Agreement pursuant to Section 3(e), Buyer shall deposit an additional One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the “Additional Deposit”) with the Escrow Agent within five (5) days following the expiration of the Inspection Period (as such term is defined in Section 3(e)). The Initial Deposit and the Additional Deposit are hereinafter collectively referred to as the “Deposit.” The Deposit shall be held by the Escrow Agent pursuant to the provisions of Section 2(b) hereof. The Initial Deposit is fully refundable to Buyer in Buyer’s sole discretion for any reason if prior to the expiration of the Inspection Period, Buyer delivers written notice to Seller that Buyer has elected to terminate this Agreement; however, in the event that Buyer does not deliver written notice to Seller prior to the expiration of the Inspection Period that Buyer has elected to terminate this Agreement, the Initial Deposit and the Additional Deposit shall thereafter be non-refundable to Buyer except as otherwise expressly provided in this Agreement. Without limiting the foregoing, contemporaneously with the execution and delivery of this Agreement, Buyer has paid or agrees to pay to Seller as further consideration for this Agreement, in cash, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. sum of One Hundred Dollars ($100.00) (the “Escrow AgentIndependent Consideration”). In , in addition to the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional DepositPurchase Price. The Independent Consideration is independent of any other consideration provided hereunder, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against fully earned by Seller upon the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions Effective Date of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofis not refundable under any circumstances.

Deposit. Within one (1) business day after Business Day following the execution and delivery of this AgreementEffective Date, the Initial Deposit Purchaser shall be delivered by Buyer deliver to Lawyers First American Title Insurance Company, National Accounts, Boston Office, Seattle Office (Attention: Xxxxxx X. Xxxxx Xxxxx, Esq. ) (“Escrow Agent”). In , by federal funds wire transfer, a cash deposit in immediately available funds in the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two amount of [Twenty Three Million Ninety Thousand Six Hundred Forty Eight AND NO/100 DOLLARS (2) business days after such expiration of the Inspection Period $23,090,648.00)]3 (the Initial Deposit and the Additional Deposit, together with all any interest accrued thereon, being collectively referred to herein as the “Deposit”). In The Deposit upon delivery by Purchaser shall be invested by Escrow Agent as reasonably directed by Purchaser among the event that Buyer exercises its right under Section 1.06 hereof investment options available at the Title Company for escrow accounts. All interest and other amounts earned on the Deposit, if any, shall be added to, and become part of, the Xxxxxxx Money. Until such time as it is disbursed to extend Seller pursuant to the Termination Date (as defined terms and conditions of this Agreement, all right, title, and interest in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional the Deposit shall remain in Purchaser. On or before October 22, 2012, Purchaser shall deliver to Escrow Agent, by federal funds wire transfer, an additional cash deposit in immediately available funds in the amount of [Twenty Seven Million Four Hundred Nine Thousand Three Hundred Fifty Three AND NO/100 DOLLARS ($27,409,353.00)]3 (the “Extension Payment”). If Purchaser shall fail to deliver the Extension Payment with Escrow Agent within the time period provided for above, Seller may at any time prior to Escrow Agent’s receipt of the Extension Payment, terminate this Agreement by written notice to Purchaser and Escrow Agent, and retain the Deposit as Seller’s sole and exclusive remedy, and thereafter neither party shall have any further rights or obligations to the other hereunder, except for those which expressly survive the termination of this Agreement. If the Extension Payment is timely made, it shall be added to and become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04Deposit. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest hold the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with this Agreement and shall disburse the terms and provisions of this Agreement, and Deposit to Seller at Closing. 3 This term varied to reflect the extent that Escrow Agent receives specifics for the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver property covered by each respective agreement. The dollar amount shown here reflects the “Additional Receipt” on the signature pages hereofaggregate amount across all agreements.

Deposit. Within one Prior to the date hereof, Buyer made a cash deposit in the amount of $1,500,000 (1the “Initial Deposit”) business day after by wire transfer of immediately available funds and is being held by KTBS (as defined herein) as described below. Upon entry of the execution and delivery Sale Order by the Bankruptcy Court, Buyer shall make an additional cash deposit in the amount of this Agreement, $1,000,000 (the Initial Deposit shall be delivered “Additional Deposit”) by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. wire transfer of immediately available funds in accordance with such wire transfer instructions as are provided by the Escrow Agent (“Escrow Agent”as defined herein). In the event that pursuant to Section 6.02 hereofThe Initial Deposit, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and plus the Additional Deposit, together with all plus any interest accrued thereon, being collectively is referred to herein as the “Deposit”. The Deposit is initially to be held in escrow by Xxxx Xxxxxx Xxxxxxxxx & Xxxxx LLP, as trustee (“KTBS”), it being understood that no later than March 17, 2015, the Buyer will select a commercial bank, agreeable to the Sellers, as escrow agent (the “Escrow Agent”), to hold the Deposit in escrow (the “Escrow Account”), and the Parties will direct KTBS to release the Deposit to the Escrow Agent. In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Closing occurs, the Deposit (as defined in Section 1.06 hereofless any amounts used, with prior written consent of Buyer, to satisfy obligations owed to X. Xxxxx Financial, Inc.) into escrowwill be applied to satisfy an equal portion of the Closing Payment, such Second Additional Deposit and Buyer shall become part of direct the Escrow Agent to release the Deposit to Sellers at the Closing. In any other event, the Deposit shall be held released by the Escrow Agent to the Party entitled thereto in escrow accordance with Section 8.4, and the Parties shall promptly direct the Escrow Agent to release the Deposit accordingly. The Deposit shall only constitute property of the Sellers’ bankruptcy estates in the event that the Deposit is required to be released to Sellers by the Escrow Agent in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one two (12) business day after days following the execution and delivery Effective Date, Buyer shall deliver, by wire transfer of this Agreementimmediately available federal funds or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent, the Initial Deposit shall be delivered by Buyer to Lawyers Chicago Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (“Escrow Agent”), at its offices at 00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xx. In the event that Xxxxx Xxxxxx (Telephone: (000) 000-0000; E-mail: xxxxx.xxxxxx@xxx.xxx). If this Agreement has not been terminated (pursuant to Section 6.02 hereof, 4.6.2 below or otherwise) prior to the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (Due Diligence Period, then the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit nonrefundable to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise expressly provided in Section 12.03 hereofthis Agreement. At all times during which the Closingamounts so deposited hereunder shall be held by Escrow Agent, the same shall be held by Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited as a deposit against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement. While the Deposit or any portion thereof is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in the following investments (“Approved Investments”): (a) money market funds, or (b) such other short-term investment option offered by Escrow Agent as may be reasonably agreed to by Seller and Buyer. All interest earned on the Deposit shall be deemed part of the Deposit for all purposes under this Agreement. At the Closing, the entire Deposit shall be applied to the extent that Escrow Agent receives Purchase Price. Notwithstanding any provision to the Additional Deposit as provided contrary contained in Section 1.04(a) hereofthis Agreement, Escrow Agent will similarly execute and deliver the “Additional ReceiptIndependent Consideration” on [as hereinafter defined] shall be deemed independent consideration for the signature pages hereofDue Diligence Period and any termination rights provided to Buyer in this Agreement and shall be non-refundable to Buyer and paid to Seller under all circumstances.

Deposit. Within one (1) business day after Seller acknowledges that, prior to the execution and delivery of this Agreement, the Initial Deposit shall be delivered by Buyer Purchaser has paid to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Seller a nonrefundable payment of FIFTY THOUSAND AND NO/DOLLARS (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2$50,000.00) business days after such expiration of the Inspection Period (the “Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Nonrefundable Deposit”). In On the event that Buyer exercises its right under Section 1.06 hereof to extend date hereof, Purchaser shall also make a further nonrefundable payment of FIFTY THOUSAND AND NO/DOLLARS ($50,000.00) (the Termination Date “Subsequent Nonrefundable Deposit”) and another payment of TEN THOUSAND AND NO/100 DOLLARS (as defined $10,000), in Section 1.06 hereof) by paying payment of a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part portion of the fee owing to Citadel Realty Advisors, Inc. (the “Xxxx Payment”). The Subsequent Nonrefundable Deposit to and the Xxxx Payment shall be held in escrow deposited with the Escrow Agent and disbursed by Escrow Agent in accordance with separate written instructions from representatives of Purchaser and Seller. The Initial Nonrefundable Deposit and the terms Subsequent Nonrefundable Deposit (collectively, the “Nonrefundable Deposit”) may be used by Seller to pay or to reimburse Seller for the payment of this Section 1.04. Upon receipt from Buyer costs (including legal fees and disbursements) incurred in connection with the transaction contemplated hereunder, to the extent of the Depositsuch costs, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed and any balance may be retained by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller for any purpose determined by Seller, which in its discretion. While the Nonrefundable Deposit and the Xxxx Payment are nonrefundable and may be retained by Seller and Citadel Realty Advisors, Inc., respectively, under all circumstances, the Nonrefundable Deposit (but not the Xxxx Payment) shall be credited against the balance of the Purchase Price owed by Buyer at Closing. The Purchase Price shall be allocated to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit each Seller in accordance with its pro-rata interest in the terms and provisions of this Agreement, and to Property in accordance with a separate agreement among the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofentities comprising Seller.

Deposit. Within one five (15) business day Business Days after the date that this Agreement has been executed and delivered by each of the Purchaser and each Seller, the Purchaser shall deposit by wire transfer with Escrow Agent (as hereinafter defined) an xxxxxxx money deposit in the amount of Fifteen Million Dollars ($15,000,000) (as the same may be increased pursuant to Section 7.1, the “Deposit”). Time is of the essence for the delivery of the Deposit under this Agreement and the failure of the Purchaser to timely deliver the entire Deposit shall be a material default, and shall entitle the Sellers, at the Sellers’ sole option, to terminate this Agreement immediately and to pursue the Purchaser for damages in an amount equal to the Deposit, which amount shall constitute liquidated damages and the Sellers’ sole remedy at law or in equity for the Purchaser’s failure to deposit timely the Deposit with Escrow Agent following the execution and delivery of this Agreement by the Sellers and the Purchaser. Escrow Agent shall immediately invest and hold the Deposit pursuant to that certain Deposit Escrow Agreement entered into by the Sellers, the Purchaser and the Escrow Agent as of the date hereof in the form attached hereto as Exhibit 2.1. As used herein the term Deposit shall include any interest accrued thereon. If this Agreement has not been previously terminated in accordance with Section 4.3, then the Deposit shall not be refundable to the Purchaser except as otherwise set forth herein. If paid to the Sellers pursuant to the terms of this Agreement, the Initial Deposit shall be delivered by Buyer allocated among the Sellers in proportion to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esqtheir applicable percentage interest in the Purchase Price as set forth in the Allocation of Values. (“Escrow Agent”). In If the event that pursuant Purchaser is entitled under any express provision of this Agreement to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right elect to terminate this Agreement and this Agreement being otherwise receive the return of the Deposit and timely delivers the requisite notice of its election to terminate, then in effect, the Additional Deposit shall be delivered promptly returned to the Purchaser by Buyer to Escrow Agent within two (2) business days after and no party shall have any further obligation or liabilities under this Agreement, except for such expiration obligations or liabilities that expressly survive the termination of this Agreement. Upon the Closing, the Deposit shall be credited toward payment of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all Purchase Price. Any taxes due on interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest income earned on the Deposit shall accrue be the sole responsibility of the Purchaser, and the Purchaser will provide to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release a form W-9 for the Deposit to Seller, which Deposit shall be credited against the balance reporting of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofsuch interest income.

Deposit. Within one (1) business day after Buyer will deposit with the execution and delivery Closing Agent the Deposit, which shall be returned to Buyer, upon Bxxxx’s request, if no contract shall have been entered into. Upon acceptance of this AgreementAgreement by both parties, the Initial Closing Agent shall deposit such amount in its non-interest bearing trust account to be disbursed, subject to collection by Closing Agent’s depository, as follows: (a) Deposit shall be delivered applied on Purchase Price or returned to Buyer when transaction is closed; (b) if Seller fails or refuses to perform, or if the Property is made unmarketable by Buyer Seller, or by Acts of God, or any contingency is not satisfied or waived, the Deposit shall be returned to Lawyers Title Insurance CompanyBuyer; however, National Accountsonce the contingencies set forth in paragraph(s) 7, Boston Office8 and 9 are removed, Attention: Xxxxxx X. XxxxxBxxxx’s Deposit shall be nonrefundable so long as Seller does not default under Buyer’s Initials Seller’s Initials this Agreement; (c) if Bxxxx fails or refuses to perform, Esq. (“Escrow Agent”). In the event that this Deposit shall be paid to Seller pursuant to Section 6.02 hereof17, below. If the Inspection Period expires without Buyer having exercised its right parties are unable to terminate this Agreement and this Agreement being otherwise then in effect, agree upon the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer disposition of the Deposit, Escrow then upon the request of either Buyer or Seller for the return or payment of the Deposit, the Closing Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on holding the Deposit shall accrue give written notice to Buyerthe other party of such request, except as otherwise provided in Section 12.03 hereof. At and shall advise the Closing, Escrow Agent shall release the Deposit to Seller, which other party that such Deposit shall be credited against returned or paid in accordance with such request unless the balance other party delivers written objection thereto within 20 days after receipt of such notice. If the Purchase Price owed by Buyer to Seller. By its execution and delivery of Closing Agent does not receive any written objection within such 20-day period, then the “Initial Receipt” on the signature pages hereof, Escrow Closing Agent shall agree to hold and dispose of the Initial return or pay such Deposit in accordance with such request. If the terms other party objects in writing within such 20-day period, Closing Agent shall retain the Deposit until (i) Buyer and provisions Seller have settled the dispute; (ii) disposition has been ordered by a final court order; or (iii) Closing Agent deposits said amount with a court pursuant to applicable court procedures. The return or payment of this Agreement, and to such Deposit shall not in any way prejudice the extent that Escrow Agent receives the Additional Deposit as provided rights of Buyer in any action for damages or specific performance. Seller’s remedies are discussed in Section 1.04(a) hereof17, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofbelow.

Deposit. Within one Upon the Opening of Escrow (1as defined in Section 4), Buyer will deliver to Escrow Holder in cash, by confirmed wire transfer or by certified or cashier’s check collectible in same day funds, the Deposit. Escrow Holder will invest the Deposit in an interest bearing account and interest will accrue for the account of Buyer, except as otherwise expressly provided in this Agreement, and will be applied against the Purchase Price at Closing. Notwithstanding the foregoing, Escrow Holder shall advise Buyer whether, as of the date of the Opening of Escrow, Escrow Holder reasonably anticipates that interest on the Deposit will likely exceed any set-up and account maintenance fees charged by Escrow Holder and/or the bank at which such deposits will be deposited. Except as expressly provided otherwise in this Agreement, the Deposit will become non-refundable on the first day following the end of the Due Diligence Period and will be immediately delivered by Escrow Holder to Seller (without any further instruction by Seller or Buyer to Escrow Holder) unless Buyer terminates provided, however, the Deposit (excluding the Independent Consideration (as defined below)) shall be refundable in the event of a default by Seller (including, without limitation, a failure of closing conditions set forth in Sections 8.1.3 and/or 8.1.4), or termination of the Agreement pursuant to Section 17. Notwithstanding any other provision herein, no interest will accrue on the Deposit after its delivery to Seller, except as expressly provided above. If this Agreement terminates due to a default by Seller (including, without limitation, a failure of closing conditions set forth in Sections 8.1.3 and/or 8.1.4) or the provisions set forth in Section 17, then Seller shall wire transfer the Deposit (less the Independent Consideration) to Buyer within five (5) business day days after such termination and such obligation shall survive the execution termination of this Agreement; provided, however, if Seller in good faith disputes the existence of such a default by Seller, then Seller shall give Buyer written notice thereof within five (5) business days after Seller first receives notice from Buyer alleging such default and delivery Seller shall thereafter exercise diligent good faith efforts to resolve such dispute pursuant to the provisions set forth below in Section 26.17, in which event Seller shall not be required to return the Deposit (less the Independent Consideration) to Buyer unless and until either (i) the parties mutually agree in writing thereto, or (ii) the arbitrator awards Buyer with the return of the Deposit or a portion thereof, and in such event, Seller shall thereafter comply with the applicable agreement or award within five (5) business days. The sum of ONE HUNDRED AND NO ONE-HUNDREDTHS DOLLARS ($100.00) shall be retained from the Deposit by Seller as consideration for Buyer’s right to inspect the Property and for Seller’s execution, delivery, and performance of this Agreement, the Initial Deposit shall be delivered sufficiency of which is acknowledged by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Seller (the “Escrow AgentIndependent Consideration”). The Independent Consideration is in addition to and independent of any consideration or payment provided in this Agreement, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Agreement. In addition, the event parties further acknowledge and agree that Independent Consideration includes Buyer’s covenant to obtain a Phase 1 environmental assessment for the Property and a survey of the Property and to provide copies of the same to Seller pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions conditions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one (1a) business day after Not later than 5:00 p.m. Eastern Standard Time (“EST”) on the Agreement Date, the Purchaser, for the benefit of Seller, shall deposit with the Escrow Agent by bank wire transfer the sum of Thirty Million Dollars ($30,000,000.00), as an xxxxxxx money deposit to assure Purchaser’s performance hereunder (together with all interest thereon, if any, the “Initial Deposit”). If the Purchaser fails to timely deliver the Initial Deposit within the time period specified in this Section 2.2, then this Agreement shall automatically terminate (except for those matters which are indicated herein as surviving termination), whereupon neither party shall have any further rights, duties or obligations hereunder other than the obligations and rights set forth herein that expressly survive the termination of this Agreement. Notwithstanding the foregoing, if there is any delay in the delivery of the Initial Deposit within the time period specified in this Section 2.2 for reasons beyond Purchaser’s reasonable control, so long as the Initial Deposit is actually received by Escrow Agent on or before 00 xxxx XXX xx Xxxxxxxx 00, 0000 (xx being understood and agreed that Escrow Agent shall, pursuant to Section 1 of the Escrow Agreement, notify Purchaser and Seller by e-mail upon receipt of the Initial Deposit), Purchaser shall be deemed to have satisfied its obligation to deliver the Initial Deposit within the time period specified in this Section 2.2 by providing Seller with the wire confirmation and ABA routing number or SWIFT Code evidencing the wire transfer of the Initial Deposit to the Escrow Agent on or before 5:00 pm EST on December 23, 2015. Simultaneously with the execution and delivery of this AgreementAgreement and prior to the delivery of the Initial Deposit, Seller, the Initial Deposit shall be delivered by Buyer to Lawyers Purchaser and Fidelity National Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (“Escrow Agent”) shall enter into an escrow agreement substantially in the form of Exhibit E attached hereto (the “Escrow Agreement”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the The Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being Extension Deposit (if applicable pursuant to Section 3.1) are collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional .” The Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interestnon-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, refundable except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofherein.

Deposit. Within one five (15) business day days after the execution and delivery Effective Date of this Agreement, and in order to secure the Initial performance by Buyer of its obligations under this Agreement, Buyer shall deliver the sum of THIRTY-FIVE THOUSANDoANDoNO/l00THS DOLLARS ($35,000.00)oto Escrow Agent by the Acceptable Payment Method or via cashier's check or regular check (said sum, plus any interest thereon, being referred to herein as the "Deposit" or the "Xxxxxxx Money"). "Escrow Agent" means Chicago Title Insurance Company (the "Title Company"). The Deposit shall be delivered held by Buyer Escrow Agent in a non-interest-bearing escrow account pursuant to Lawyers Title Insurance Companya joint order escrow agreement between Buyer, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Seller and the Escrow Agent in the form of the Escrow Agreement attached hereto as Exhibit C and incorporated herein by reference (“the "Escrow Agent”Agreement"). In the event that pursuant to Section 6.02 hereofExcept as specifically set forth in this Agreement, the Inspection Period expires without Deposit delivered to Escrow Agent shall be non-refundable. If Buyer having exercised its does not deliver the Deposit to the Escrow Agent as required above, then Seller shall have the right to terminate this Agreement and upon written notice thereof to Buyer and, in such event, this Agreement being otherwise then in effect, shall automatically terminate upon Buyer's receipt ofsuch termination notice and the Additional Deposit parties shall be delivered by released of all further obligations under this Agreement, except Buyer to Escrow Agent within two (2) business days after such expiration and Seller shall not be released of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date their respective Surviving Obligations (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrowherein), such Second Additional Deposit shall become part if any. "Surviving Obligations" means the obligations of Buyer and Seller, if any, which expressly survive the Deposit to be held in escrow in accordance with Closing or the terms earlier termination of this Section 1.04Agreement. Upon receipt from Buyer of the DepositNotwithstanding any other provision ofthis Agreement, Escrow Agent shall invest the Deposit in an interestone-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit half(1/2) ofthe Xxxxxxx Money shall be credited against deemed non-refundable at the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose end of the Initial Deposit Feasibility Period (as hereinafter defined) and shall thereafter be delivered to Seller at Closing except as may otherwise be provided in accordance with the terms Sections 5, 7(p), 10(b), 14, 15, 16, 17, 18 and provisions of 19 or elsewhere in this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.. NPCHARl:1202914.2 EXECUTION VERSION

Deposit. Within one three (13) business day days after the execution and delivery Agreement Date, Purchaser shall deposit with Republic Title of this AgreementTexas, the Initial Deposit shall be delivered by Buyer to Lawyers Inc., a subsidiary of First American Title Insurance Company, National Accountsat its offices located at 0000 Xxxxxx Xxxxxx, Boston Office10th Floor, Attention: Xxxxxx X. XxxxxDallas, Esq. Texas 75204 (the “Escrow AgentTitle Company”). In the event that pursuant to Section 6.02 hereof, in cash or Federal wire funds, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two sum of $1,000,000.00 (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against held and disbursed by the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Title Company in accordance with the terms and provisions of this Agreement. (From time to time in this Agreement, and the Title Company is also referred to as the “Escrow Agent.”) The Deposit shall be nonrefundable except as specifically provided herein, but shall be credited against the Purchase Price at Closing. The Deposit shall be deposited in a federally-insured financial institution in an interest-bearing account. All earned interest on the Deposit shall belong to the extent party entitled to receive the Deposit under this Agreement. If settlement is completed under the Agreement, Escrow Agent shall pay the Deposit to Sellers as part of the Purchase Price, as required by the Agreement. In the event that either Sellers or Purchaser terminates the Agreement pursuant to the exercise of any right of termination as permitted by the provisions of the Agreement, Escrow Agent shall pay the Deposit and any interest earned thereon to the party identified in the Agreement as being the party to receive the Deposit. In the event that Escrow Agent receives shall receive an instruction (hereinafter the Additional Deposit “Instruction”), with respect to the Deposit, or any part thereof, from Sellers but not from Purchaser, or from Purchaser and not from Sellers (the party giving the Instruction being hereinafter referred to as provided in Section 1.04(a) hereofthe “Instructing Party” and the party which did not give the Instruction being hereinafter referred to as the “Non-Instructing Party”), Escrow Agent will similarly execute and shall deliver or transmit to the “Additional Receipt” on Non-Instructing Party a copy of the signature pages hereof.Instruction received from the Instructing Party. Unless the Non-Instructing Party notifies Escrow Agent in writing within five (5) days after the Non-Instructing Party’s receipt of the Instruction that Escrow Agent is not to comply with the Instruction, Escrow Agent shall act in accordance with the Instruction. If, however, the Non-Instructing Party does notify Escrow Agent within such five (5) day period that Escrow Agent is not to comply with the Instruction, Escrow Agent shall not act in compliance therewith, but may thereafter either:

Deposit. Within one two (12) business Business Days (hereafter defined) after the Effective Date, Purchaser shall pay the sum of One Thousand Dollars ($1,000) (the “Initial Deposit”) by wire transfer of immediately available funds to the Escrow Agent. Unless this Agreement has previously been terminated pursuant to Section 3(d), on or before the sixtieth (60th) day after the execution Effective Date (or, if the sixtieth (60th) day after the Effective Date is not a Business Day, on or before the first Business Day thereafter) (the “Due Diligence Termination Date”), the Purchaser shall pay to the Escrow Agent, by wire transfer of immediately available funds, an additional deposit in the amount of Nine Hundred Thousand Nine Hundred and delivery Ninety-nine Dollars ($999,000) to be held by the Escrow Agent as an additional good faith deposit under this Agreement (the “Additional Deposit”). If Purchaser does not pay the Additional Deposit to the Escrow Agent on or before the Due Diligence Termination Date, with time being of the essence, this Agreement shall automatically terminate on the Due Diligence Termination Date, the Escrow Agent shall promptly pay the Initial Deposit to Purchaser and neither party shall have any further liability or obligation to the other party under this Agreement, except for the Purchaser’s Surviving Obligations. As used in this Agreement, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (term “Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (Deposit” means the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, The Escrow Agent shall invest the Deposit in an one or more federally-insured interest-bearing account or money market fund accounts as directed by Buyer. All Purchaser may direct and all interest on earned thereon shall be deemed to be part of the Deposit shall accrue to BuyerDeposit, except as otherwise expressly provided in Section 12.03 hereofthis Agreement. At the Closing, The Escrow Agent shall release pay the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” Seller on the signature pages hereof, Escrow Agent Closing Date in accordance with Section 11(a) or shall agree pay the Deposit to hold and dispose of the Initial Deposit Seller or Purchaser in accordance with the terms and other provisions of this Agreement. After the Due Diligence Termination Date, and the entire Deposit shall be non-refundable to the extent that Escrow Agent receives the Additional Deposit Purchaser except as otherwise expressly provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofthis Agreement.

Deposit. Within one No later than five (15) business day after Business Days following the execution and delivery date of this Agreement, Buyer shall deposit in immediately available funds the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. sum of $107,500,000 (the “Deposit”) with U.S. Bank N.A. or another mutually agreed escrow agent on the date hereof (the “Escrow Agent”). In the event that ) pursuant to Section 6.02 hereofan escrow agreement (the “Deposit Escrow Agreement”), which shall have been executed and delivered by Buyer, the Inspection Period expires without Buyer having exercised its right to terminate Seller and the Escrow Agent within five (5) Business Days from the execution of this Agreement and this Agreement being otherwise then in effect, shall govern the Additional Deposit. All investments of the Deposit shall be delivered by subject to the approval of each of Buyer to and Seller, each acting reasonably. The Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of hold the Deposit to be held in escrow in the Escrow Account and shall hold or apply such proceeds in accordance with this Section 2.05(b) and the terms of the Escrow Agreement, which has incorporated the applicable terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof2.05(b). At the Closing, Buyer shall direct the Escrow Agent shall to release the Deposit to Seller, which Deposit shall be credited against the balance Seller as partial payment of the Estimated Purchase Price owed by Price. If for any reason the Closing does not occur and this Agreement is terminated and (without limiting the obligations of each of Buyer to Seller. By its execution and delivery Seller under this Agreement in respect of the “Initial Receipt” on Deposit, including Section 8.02(b)) either Buyer or Seller makes a written demand upon the signature pages hereof, Escrow Agent shall agree to hold and dispose for the payment of the Initial Deposit in accordance with Section 8.02(b), the Escrow Agent shall, no later than the next Business Day after receipt of such written demand, give written notice to the other party of such demand. If the Escrow Agent does not receive a written objection within five (5) Business Days after the giving of such notice, the Escrow Agent shall be authorized to make such payment pursuant to the written demand. If the Escrow Agent does receive such written objection within such five (5) Business Day period or if for any other reason the Escrow Agent, in good faith, elects not to make such payment, the Escrow Agent shall continue to hold such Deposit until otherwise directed by joint written instructions from the Buyer and Seller or a final judgment of a court of competent jurisdiction for the release of such Deposit in accordance with Section 8.02(b). All interest earned on the Deposit while held by the Escrow Agent shall be paid to Buyer, except that if the Closing occurs and Buyer uses any interest amounts in the Escrow Account to fund any part of the Estimated Purchase Price, Buyer shall receive a credit against the Estimated Purchase Price for such interest. Buyer shall bear 100% of the fees and expenses incurred in connection with the Escrow Account. In the event of any inconsistency between the terms and provisions of the Deposit Escrow Agreement and the terms and provisions of this Agreement, the terms and provisions of this Agreement shall control, absent an express written agreement between the parties to the extent that Escrow Agent receives the Additional Deposit as provided in contrary, which written agreement acknowledges and expressly amends this Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof2.05(b).

Deposit. Within one Purchaser is depositing with Xxxxxxx Title Guaranty Company (1hereinafter sometimes referred to as the "Escrow Agent" or the "Title Company"), having an office at Crossroads Corporate Center, Xxx Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000 Attention: Xxxxxxx X. Louis, (a) business day after simultaneously with the execution and delivery of this Agreement, the sum of FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) (the "Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance CompanyDeposit"), National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. and (“Escrow Agent”). In b) in the event that pursuant Purchaser gives Seller an Investigation Notice (as defined in Section 3.3 hereof) no later than December 3, 1996 stating Purchaser's intention to Section 6.02 hereofproceed hereunder, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then sum of TWO MILLION TWO HUNDRED THOUSAND AND 00/100 DOLLARS ($2,200,000.00) (the "Additional Deposit") in effectgood funds, the Additional Deposit shall be delivered either by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period check or by federal wire transfer (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, Deposit being hereinafter collectively referred to herein as the “"Deposit”"). In The Escrow Agent shall hold the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Initial Deposit and Additional Deposit (as defined in Section 1.06 hereof) into escrowan interest-bearing account reasonably acceptable to Seller and Purchaser, such Second Additional in accordance with the terms and conditions of this Agreement. All interest on the Deposit shall become part be deemed income of Purchaser, and Purchaser shall be responsible for the payment of all costs and fees imposed on the Deposit to account. The Deposit and all accrued interest shall be held in escrow distributed in accordance with the terms of this Section 1.04Agreement. Upon receipt from Buyer The failure of Purchaser to timely deliver any portion of the Deposit hereunder shall entitle Seller, at Seller's sole option, to terminate this Agreement immediately and the Initial Deposit, if previously deposited with Escrow Agent Agent, shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyerbe refunded to Purchaser. All Any interest earned on the Deposit shall accrue be credited to Buyer, except as otherwise provided in Section 12.03 hereof. At Purchaser at the Closing, Escrow Agent shall release . If the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed transaction contemplated by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit this Agreement closes in accordance with the terms and provisions conditions of this Agreement, and at the Closing, the Deposit shall be delivered by Escrow Agent to Seller as payment towards the Purchase Price. If the transaction contemplated by this Agreement fails to close, the Deposit shall be delivered by Escrow Agent to the extent that party entitled to the same pursuant to the terms of this Agreement and the accrued interest shall be delivered by Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofto Purchaser.

Deposit. Within one three (13) business day after days following the execution and delivery of this Agreement, Purchaser shall deposit the sum of One Hundred Thousand and No/100 Dollars ($100,000.00) with Escrow Agent as the exxxxxx money deposit (the "Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”Exxxxxx Money Deposit"). In Upon the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional DepositPeriod, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In in the event that Buyer exercises its right under Section 1.06 hereof Purchaser does not terminate this Agreement pursuant to extend the Termination Date (as defined in Section 1.06 terms hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit the Exxxxxx Money shall become part of non-refundable and shall not be returnable to the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, Purchaser under any circumstances except as otherwise expressly provided in this Agreement, including, without limitation, Section 12.03 hereof12.1 below in the event of a default by Seller which remains uncured after applicable notice and cure periods. At If Purchaser shall validly exercise any right or option under this Agreement to rescind, cancel or terminate this Agreement, the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit Exxxxxx Money shall be credited against the balance of the Purchase Price owed by Buyer immediately paid over and refunded to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Purchaser in accordance with the terms and provisions conditions of an escrow agreement to be entered into by and between Seller, Purchaser and Escrow Agent, the form of which is attached hereto as Exhibit "D" and incorporated herein by reference (the "Escrow Agreement"), in which event neither Seller nor Purchaser shall have any further rights, duties or obligations under this Agreement, and to the extent that except as otherwise expressly provided herein. Escrow Agent receives shall promptly invest the Additional Deposit Exxxxxx Money and disburse same in accordance with the terms, conditions and provisions of the Escrow Agreement, and interest and income earned thereon shall accrue to and become part of the Exxxxxx Money. Purchaser shall pay any of Escrow Agent's fees and banking charges for serving as provided escrow agent, if any. At and in Section 1.04(a) hereofthe event of Closing, Escrow Agent will similarly execute and deliver shall tender the “Additional Receipt” Exxxxxx Money to Seller on the signature pages hereofClosing Date and the Exxxxxx Money so delivered to Seller shall be applied and credited in reduction of the Purchase Price.

Deposit. Within one two (12) business day after days of the execution and delivery of this AgreementEffective Date, the Initial Deposit Buyer shall be delivered by Buyer deliver to Lawyers Chicago Title Insurance Company (“Title Company”), National Accountsat its offices at 000 Xxxxx Xxxxxx, Boston Office0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx X. XxxxxSie Xxxxxx, Esq. in its capacity as escrow agent (“Escrow Agent”), a deposit by wire transfer of immediately available funds in the amount of Five Hundred Thousand and No/100 United States Dollars ($500,000.00) (which amount is referred to in this Agreement as the “Initial Deposit”). In If Buyer does not deliver a “Buyer’s Termination Notice” (as defined in Section 3.1.7) prior to the event that pursuant to expiration of the “Due Diligence Period” (as defined in Section 6.02 3.1.1) in accordance with Section 3.1.7 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effectshall pay by wire transfer of immediately available funds, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such the expiration of the Inspection Period Due Diligence Period, an additional deposit to Escrow Agent in the amount of Five Million Five Hundred Thousand and No/100 United States Dollars ($5,500,000.00) (the “Additional Deposit”). As used in this Agreement, the term “Deposit” refers, together, to the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred Deposit (to herein as the “Deposit”extent required to be delivered to Escrow Agent by Buyer). In If any portion of the event that Buyer exercises Deposit is not timely delivered, then Seller may terminate this Agreement in its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become sole and absolute discretion and retain any part of the Deposit then held by the Title Company. All interest earned on the Deposit, or any portion thereof, shall be deemed a part of the Deposit. The Deposit shall be nonrefundable to Buyer except as otherwise herein expressly provided. The Deposit, and all portions thereof, shall be held in escrow invested by Escrow Agent in accordance with the terms of this Section 1.04. Upon receipt from Buyer a separate escrow agreement in the form of Exhibit “B” attached hereto and dated as of the Depositdate hereof by and among Buyer, Seller and Escrow Agent (the “Deposit Escrow Agreement”). At all times that the Deposit is being held by Escrow Agent, the Deposit shall be invested by Escrow Agent in one of the following investments: (i) United States Treasury obligations, (ii) United States Treasury backed repurchase agreements issued by a major money center banking institution reasonably acceptable to Buyer, or (iii) a money market account at a major money center banking institution reasonably acceptable to Buyer. Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit only as provided in accordance with this Agreement, the Deposit Escrow Agreement and the “Escrow Instructions” (as hereinafter defined); provided, however, the Deposit Escrow Agreement and the Escrow Instructions are ancillary to this Agreement and the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit Agreement shall control in all circumstances. At Closing (as provided defined in Section 1.04(a) hereof6), Escrow Agent will similarly execute the Deposit shall be delivered to Seller and deliver applied as a credit towards the “Additional Receipt” on the signature pages hereofPurchase Price.

Deposit. Within one (1) business day after the Effective Date, Purchaser shall deliver to Escrow Agent (i) a wire transfer or check in the sum of Fifty Dollars ($50.00) payable to the order of Seller representing the independent consideration for Seller’s execution and delivery of this Agreement, Agreement and agreement to provide Purchaser with the Initial Deposit Study Period (which check or the proceeds of which wire transfer shall thereafter be delivered by Buyer Escrow Agent to Lawyers Title Insurance CompanySeller), National Accounts(ii) a wire transfer or check in the amount of the Initial Deposit, Boston Officethe proceeds of which wire transfer or check Escrow Agent shall deposit and invest in an interest bearing account at a financial institution acceptable to Purchaser or as otherwise agreed to in writing by Seller and Purchaser and (iii) an xxxxxxx money promissory note in the original principal amount of the Additional Deposit, Attention: Xxxxxx X. Xxxxx, Esq. in form and substance satisfactory to Seller (the “Escrow AgentXxxxxxx Money Note”). In On or before the event that pursuant to Section 6.02 hereofexpiration of the Study Period, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, Purchaser shall deposit with Escrow Agent by wire transfer the Additional Deposit and the Xxxxxxx Money Note shall be delivered by Buyer returned to Purchaser. If Purchaser does not deliver the Additional Deposit to Escrow Agent within two (2) business days after such on or before the expiration of the Inspection Period (Study Period, this Agreement shall terminate and the Initial Deposit and the Additional Xxxxxxx Money Note shall be delivered to Seller. The Initial Deposit, together the obligations evidenced by the Xxxxxxx Money Note and the Additional Deposit (when same are deposited by Purchaser with all interest accrued thereon, being Escrow Agent) are collectively and individually referred to herein as the “Deposit”. Notwithstanding anything in this Agreement to the contrary, the Deposit shall be non-refundable to Purchaser for any reason other than pursuant to Sections 5.2(d), 8.1, 8.2 and 9.1 of this Agreement. In Escrow Agent shall hold and invest the event that Buyer exercises its right under Section 1.06 hereof Deposit pursuant to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrowterms, such Second Additional conditions and provisions of this Agreement. All accrued interest on the Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04Deposit. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which The Deposit shall be credited either (a) applied at the Closing against the balance of the Purchase Price owed by Buyer Price, (b) returned to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereofPurchaser pursuant hereto, Escrow Agent shall agree or (c) paid to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofSeller pursuant hereto.

Deposit. Within two (2) “Business Days” (as hereinafter defined) after the date this Agreement is executed by Seller and Purchaser, Purchaser shall deposit with Old Republic Title Company (in its capacity as escrow agent, “Escrowee”), by wire transfer of immediately available federal funds to an account designated by Escrowee (the “Escrow Account”), the Initial Deposit, which Initial; Deposit shall be held by Escrowee pursuant to the escrow agreement (the “Escrow Agreement”) set forth in Section 10.23. If Purchaser shall fail to deposit the Initial Deposit with Escrowee within two (2) Business Days after the date this Agreement shall be executed and delivered by Seller and Purchaser, at Seller’s election by written notice delivered at any time before the Initial Deposit is actually deposited into the Escrow Account by Purchaser, this Agreement shall be null, void ab initio and of no force or effect. In the event Purchaser elects to proceed with the transaction and delivers an “Approval Notice” (as defined below) on or before the expiration of the Due Diligence Period in accordance with the provisions of Section 4.2.3 below, within one (1) business day Business Day following the expiration of the Due Diligence Period Purchaser shall deposit with Escrowee the Additional Deposit. The Initial Deposit shall become nonrefundable upon delivery of the Approval Notice (except to the extent specifically set forth in this Agreement), and the Additional Deposit shall become nonrefundable upon deposit with Escrowee (except to the extent specifically set forth in this Agreement). If Purchaser delivers an Approval Notice and shall fail to deposit the Additional Deposit with Escrowee within one (1) Business Day after the execution expiration of the Due Diligence Period, then, at Seller’s election by written notice delivered at any time before the Additional Deposit is actually deposited into the Escrow Account by Purchaser, then Seller may retain the Deposit and delivery this Agreement shall terminate (and no party hereto shall have any further obligations in connection herewith except for those obligations and liabilities which, pursuant to the terms of this Agreement, expressly survive such termination [collectively, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow AgentSurviving Obligations”]). In the event that Purchaser elects to extend the Scheduled Closing Date pursuant to Section 6.02 hereof5 below, Purchaser shall deposit with Escrowee the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Extension Deposit shall be delivered by Buyer to Escrow Agent within two one (21) business days Business Day after such expiration delivery of the Inspection Period Extension Notice (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof5).

Deposit. Within one (1) business day after the execution and delivery of this Agreement, the Initial Deposit Buyer shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such of the mutual execution of this Agreement deposit in the escrow established with Title Company for this transaction cash in the amount of $30,000.00. Within two (2) working days following expiration of the Inspection Period (Period, Buyer shall deposit in escrow the Initial Deposit additional sum of $60,000.00 in cash or certified funds. Title Company shall invest all funds so deposited in an interest-bearing cash-management account reasonably acceptable to Buyer and the Additional Deposit, together with Seller. The funds so deposited and all interest accrued thereon, being collectively thereon are referred to herein collectively as the “"Deposit”." From and after the date that the conditions precedent set forth in Sections 3.1(a)(i) through (iii) above shall have been satisfied or waived, the Deposit shall be non-refundable to Buyer (except as expressly provided below). In the event that Buyer exercises shall breach, be unable or otherwise fail to perform its right under Section 1.06 hereof to extend obligations hereunder, then the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part entire amount of the Deposit shall be paid by Title Company to be held in escrow in accordance with Seller and retained by Seller. ANY DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATION UNDER THE COMPANION CONTRACT SHALL CONSTITUTE A DEFAULT OF BUYER'S OBLIGATIONS HEREUNDER. IN THE EVENT OF DEFAULT BY BUYER IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER OR UNDER THE COMPANION CONTRACT, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT FORTHWITH AND WITHOUT FURTHER OBLIGATIONS TO BUYER AND TO OBTAIN IMMEDIATE DISBURSEMENT OF AND TO RETAIN THE DEPOSIT THEN HELD BY ESCROW HOLDER UNDER THIS AGREEMENT AND UNDER THE COMPANION CONTRACT. SUCH RETENTION OF THE DEPOSIT IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3769 OR 3275, BUT INSTEAD, IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE. THE PARTIES ACKNOWLEDGE THAT THE ACTUAL DAMAGES WHICH WOULD RESULT TO SELLER AS A RESULT OF SUCH FAILURE WOULD BE EXTREMELY DIFFICULT TO ESTABLISH. IN ADDITION, BUYER DESIRES TO HAVE A LIMITATION PUT UPON ITS POTENTIAL LIABILITY TO SELLER IN THE EVENT THAT THIS TRANSACTION SHALL FAIL TO CLOSE. BY PLACING THEIR RESPECTIVE INITIALS IN THE SPACES HEREINAFTER PROVIDED, THE PARTIES ACKNOWLEDGE THAT UPON THE BREACH, INABILITY OR FAILURE TO PERFORM BY BUYER UNDER THE TERMS OF THIS AGREEMENT AND/OR THE COMPANION CONTRACT, SELLER SHALL BE ENTITLED TO LIQUIDATED DAMAGES IN THE AMOUNT OF THE DEPOSIT HEREUNDER AND THEREUNDER AND THAT SELLER'S RECEIPT AND RETENTION OF THE DEPOSIT HEREUNDER AND THEREUNDER SHALL BE THE SOLE REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH BREACH, INABILITY OR FAILURE TO PERFORM BY BUYER. FURTHER, BY PLACING THEIR RESPECTIVE INITIALS IN THE SPACES HEREINAFTER PROVIDED, THE PARTIES HERETO ALSO AGREE THAT IN THE EVENT BUYER SHALL ELECT TO POSTPONE THE CLOSING WITH RESPECT TO ANY AFFECTED LOCATION AS PERMITTED UNDER SECTION 7.1(b) HEREOF, THEN ANY AFFECTED LOCATION ADDITIONAL DEPOSIT (AS DEFINED IN SECTION 7.1(b)) SHALL CONSTITUTE LIQUIDATED DAMAGES IN ACCORDANCE WITH THE PROVISIONS OF THIS ARTICLE 6 AND THAT IN THE EVENT BUYER SHALL BREACH, BE UNABLE OR OTHERWISE FAIL TO PERFORM ITS OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH AFFECTED LOCATION, SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AS TO SUCH AFFECTED LOCATION FORTHWITH AND WITHOUT FURTHER OBLIGATION TO BUYER AND TO OBTAIN IMMEDIATE DISBURSEMENT OF AND TO RETAIN THE AFFECTED LOCATION ADDITIONAL DEPOSIT THEN HELD BY ESCROW HOLDER UNDER THIS AGREEMENT AS LIQUIDATED DAMAGES AND THAT SELLER'S RECEIPT AND RETENTION OF SUCH AFFECTED LOCATION ADDITIONAL DEPOSIT SHALL BE THE SOLE ADDITIONAL REMEDY OF SELLER AT LAW IN THE EVENT OF SUCH BREACH, INABILITY OR FAILURE TO PERFORM BY BUYER WITH RESPECT TO SUCH AFFECTED LOCATION. BUYER ( /s/ ) AND SELLER ( /s/ ) AGREE. In the terms of event that this Section 1.04. Upon receipt from Buyer transaction is consummated as contemplated by this Agreement, then the entire amount of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit hereunder shall be credited against the balance of applied to the Purchase Price owed hereunder and shall be paid by Buyer Title Company to Seller. By its execution Buyer shall have the right to terminate this Agreement and delivery the Companion Contract and the entire amount of the “Initial Receipt” on Deposit hereunder shall be returned immediately to Buyer in the signature pages hereofevent that (a) Buyer shall have performed fully or tendered performance of its obligations hereunder and under the Companion Contract and (b) Seller shall be unable or fail to convey the Property to Buyer as provided in this Agreement. In the event, Escrow Agent and only in the event, that Seller's breach under clause (b) shall agree be attributable to hold and dispose of Seller's willful or voluntary default in its obligation to convey the Initial Deposit Property to Buyer as provided in accordance with the terms and provisions of this Agreement, and then, subject to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) 7.14 hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofBuyer may pursue any remedy available at law for damages.

Deposit. Within one three (13) business day days after the execution and delivery of this AgreementEffective Date, the Initial Deposit Purchaser shall be delivered by Buyer deliver to Lawyers First American Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (the “Escrow Agent”). In the event that pursuant to Section 6.02 hereof, as escrow agent, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement sum of Fifty Thousand and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two 00/100 Dollars (2$50,000.00) business days after such expiration of the Inspection Period (the “Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit which shall become part of the Deposit to be held in escrow by the Escrow Agent in accordance with the terms of this Section 1.04Agreement. Upon receipt from Buyer of the The Initial Deposit, together with any Additional Deposit (as hereinafter defined) and the Due Diligence Extension Deposit, if any (as hereinafter defined) shall constitute the “Deposit”, which shall be held in escrow by the Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and . The Deposit shall be deposited by the Escrow Agent in non-interest bearing deposit account. If Purchaser does not terminate this Agreement prior to the extent that end of the Due Diligence Period, within three (3) days thereafter, Purchaser shall deposit the additional sum of Fifty Thousand and 00/100 Dollars ($50,000.00) by wire transfer to the Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver (the “Additional Receipt” on Deposit”). The parties hereto expressly agree that if the signature pages hereofparties give the Escrow Agent contradictory instructions, the Escrow Agent shall have the right at its election to file an action in interpleader requiring the parties to answer and litigate their several claims and rights among themselves and the Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held pursuant to this Agreement. If such action is filed, the parties agree to pay the Escrow Agent’s cancellation charges and costs, expenses and reasonable attorneys’ fees which the Escrow Agent is required to expend or incur in the interpleader action, the amount thereof to be fixed and judgment therefor to be rendered by the court. Upon the filing of such an action, the Escrow Agent shall thereupon be fully released and discharged from all obligations to further perform any duties or obligations otherwise imposed by the terms of this Agreement or any other instructions given to the Escrow Agent hereunder.

Deposit. Within one One (1) business Business day after following the execution and delivery of this Agreementdate hereof, the Initial Deposit Buyer shall be delivered by Buyer to Lawyers deposit with Title Insurance Company, National Accountsas escrow agent (in such capacity, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”), Two Hundred Thousand and no/100 Dollars ($200,000.00) (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Initial Deposit”) in immediately available funds by wire transfer to such account as Escrow Agent shall designate to Buyer. In the event that If this Agreement is not terminated pursuant to Section 6.02 hereofsubsection 7.1(a), the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to deposit with Escrow Agent within two (2) business days after such on the first Business Day following expiration of the Inspection Due Diligence Period an additional Three Hundred Seventy Five Thousand and no/100 Dollars (the Initial Deposit and the Additional Deposit$375,000.00) in immediately available funds by wire transfer to such account as Escrow Agent shall designate to Buyer (such cash deposit, together with all accrued interest thereon, shall be referred to as the “Additional Deposit”). If such Additional Deposit is not timely deposited, the same shall constitute a material default hereunder and Seller may terminate this Agreement, in which event the Initial Deposit, and all interest accrued thereon, being collectively shall be immediately delivered to Seller as liquidated damages in accordance with Section 12.1. The Initial Deposit and, if delivered, the Additional Deposit and the Extension Deposit (as defined below), together with all accrued interest thereon, shall be referred to collectively herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part .” Upon delivery of the Deposit by Buyer to Escrow Agent, the Deposit will be deposited by Escrow Agent into an interest-bearing account acceptable to Buyer and Seller and shall be held in escrow in accordance with the terms provisions of this Section 1.0414.5. Upon receipt from Buyer of All interest earned on the Deposit, Deposit while held by Escrow Agent shall invest be paid to the party to whom the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyeris paid, except as otherwise provided in Section 12.03 hereof. At that if the ClosingClosing occurs, Escrow Agent Buyer shall release the Deposit to Seller, which Deposit shall be credited against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit receive a credit for such interest in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofsubsection 2.2(a).

Deposit. Within one (1) business day after As Buyer may instruct from time to time in its sole discretion, Escrow Holder shall hold the execution Deposit and delivery of this Agreementall Buyer Change Order Deposits, Leasing Commission Deposits and, to the Initial Deposit shall be delivered extent paid by Buyer to Lawyers Title Insurance Company(and not a Tenant), National Accountsall Tenant Improvement Deposits, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with plus all interest accrued thereonthereon (collectively, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer but exclusive of the Deposit, Escrow Agent shall invest the Deposit “Development Deposits”) in an escrow in either a non-interest bearing account or in insured money market accounts, certificates of deposit, United States Treasury Bills or such other interest-bearing account or money market fund as directed accounts. The Deposit and all Development Deposits shall be held by Buyer. All interest on Escrow Holder until the earlier to occur of (i) the Closing Date, at which time the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited applied against the balance of the Purchase Price owed by and all Development Deposits shall be returned to either Buyer or Seller as more specifically set forth in this Agreement, or (ii) the date on which Escrow Holder is authorized to Sellerdisburse the Deposit and all Development Deposits as set forth in this Agreement. By its execution and The tax identification numbers of the parties shall be furnished to Escrow Holder upon request. If either party hereto makes a written demand upon Escrow Holder for delivery of the “Initial Receipt” on the signature pages hereofDeposit or any Development Deposit to such party, Escrow Agent Holder shall agree give written notice to the other party of such demand. If Escrow Holder does not receive a written objection from the other party to the proposed payment on or before the 5th Business Day after the giving of such notice, Escrow Holder is hereby authorized to deliver the Deposit and all Development Deposits to the demanding party. If Escrow Holder does receive such written objection within such 5 Business Day period, Escrow Holder shall continue to hold the Deposit and dispose of all Development Deposits until otherwise directed by written instructions from the Initial parties or a final judgment or arbitrators’ decision. However, Escrow Holder shall have the right at any time to deliver the Deposit in accordance and all Development Deposits with the terms clerk of a state court in the state in which the Real Property is located. Escrow Holder shall give written notice of such delivery to Seller and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereofBuyer. Upon such delivery, Escrow Agent will similarly execute Holder shall be relieved and deliver the “Additional Receipt” on the signature pages hereofdischarged of all further obligations and responsibilities hereunder.

Deposit. Within Not later than one (1) business day after the execution and delivery of this AgreementEffective Date, Buyer shall deliver the Initial Deposit shall be delivered by Buyer and the Independent Consideration to Lawyers Fidelity National Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (the “Escrow Agent”). In the event that ) pursuant to Section 6.02 wire instructions provided by the Escrow Agent. Buyer shall deliver the Initial Deposit and the Independent Consideration to the Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent. The Deposit shall be [ * ] to Buyer except as expressly set forth in this Agreement. If Buyer has timely delivered an Extension Notice in accordance with the terms hereof, then on the Inspection Period expires without same day as the delivery of such notice, Buyer having exercised its shall deliver the Extension Deposit to the Escrow Agent pursuant to wire instructions provided by the Escrow Agent. Buyer shall deliver the Extension Deposit to the Escrow Agent by wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent. If Buyer fails to timely deliver the Extension Deposit within the time period specified above, then Seller shall have the right to terminate this Agreement and by giving written notice of termination to Buyer. Upon any election by Seller to terminate this Agreement being otherwise then pursuant to the immediately preceding sentence, this Agreement shall terminate automatically and, in effectsuch event, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of deliver the Deposit to Seller promptly thereafter and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. At all times during which the amounts so deposited hereunder shall be held in escrow in accordance with by the terms of this Section 1.04. Upon receipt from Buyer of Escrow Agent, the Deposit, same shall be held by Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited a deposit against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement, and to . Time is of the extent that Escrow Agent receives essence for the Additional delivery of the Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofunder this Agreement.

Deposit. Within one three (13) business day after days following the mutual execution and delivery exchange of this Agreement, Buyer shall deposit into Escrow (as defined below) the amount of Two Hundred Thousand and No/100 Dollars ($200,000) (the “Initial Deposit shall be delivered by Buyer Deposit”), in the form of a wire transfer payable to Lawyers First American Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (“Escrow AgentHolder”). In the event that Unless this Agreement shall have been terminated pursuant to Section 6.02 hereofthe provisions hereof prior thereto, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional Deposit shall be delivered by Buyer to Escrow Agent within two no later than three (23) business days after such following the expiration of the Inspection Period “Due Diligence Period” (as hereinafter defined), Buyer shall deposit with Escrow Holder additional cash or other immediately available funds in the amount of Five Hundred Fifty Thousand and No/100 Dollars ($550,000) (the “Additional Deposit”, and together with the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit Escrow Holder shall become part of deposit the Deposit to be held in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the Deposit, Escrow Agent a non-commingled trust account and shall invest the Deposit in an interest-insured, interest bearing account or money market fund accounts, certificates of deposit, United States Treasury Bills or such other instruments as directed by Buyer and reasonably acceptable to Seller and interest thereon shall be credited to Buyer’s account and deemed to be part of the Deposit. All interest on In the event of the consummation of the purchase and sale of the Property as contemplated hereunder, the Deposit shall accrue be paid to Seller and credited against the Purchase Price on the Closing Date. In the event the sale of the Property is not consummated because of (a) a Seller default, (b) the termination of this Agreement by Buyer in accordance with any right to so terminate provided herein, or (c) the failure of any of Buyer’s Closing Conditions (as defined below) to occur, except as otherwise provided in Section 12.03 hereof. At then the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited against immediately and automatically paid over to Buyer without the balance of the Purchase Price owed need for any further action by either Party hereto. The sole remedy for a failure by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of make the Initial Deposit in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives or the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofwhen required hereunder shall be for Seller to terminate this Agreement.

Deposit. Within one Purchaser shall deposit with Escrow Agent no later than the following events the following amounts: (1i) business day on the third (3rd) Business Day after the execution and delivery Effective Date, One Million Dollars ($1,000,000), (ii) on the third (3rd) Business Day after the date of this Agreementthe expiration of the Study Period, the Initial Deposit shall be delivered by Buyer to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. (“Escrow Agent”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right if Purchaser fails to terminate this Agreement and this Agreement being otherwise then in effectaccordance with Section 5.2, One Million Dollars ($1,000,000) (individually or collectively, as the Additional Deposit shall case may be delivered by Buyer to Escrow Agent within two (2) business days after such expiration of the Inspection Period (the Initial Deposit and the Additional Depositat any time, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional that the total Deposit at such time shall be Two Million Dollars ($2,000,000). The Deposit shall become part of the Deposit to be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement in accordance with the terms of this Section 1.04form attached hereto as Schedule 3.1. Upon receipt from Buyer of the Deposit, Escrow Agent shall invest the Deposit in an interest-bearing savings account or money market fund short-term U.S. Treasury Bills or similar cash-equivalent securities, as directed by BuyerPurchaser and Seller. All Any and all interest earned on the Deposit shall accrue be reported to BuyerPurchaser’s federal tax identification number and shall become part of the Deposit. The Deposit shall be applied to the Purchase Price if the Closing occurs. If Purchaser fails to deliver any installments of the Deposit to Escrow Agent within the time required under this Section 3.1, except as otherwise provided in Section 12.03 hereof. At then this Agreement shall, at Seller’s election, terminate (other than the ClosingSurviving Obligations), and any Deposit then held by Escrow Agent shall release be promptly paid or delivered to Seller following such termination. At Purchaser’s election all or any portion of the Deposit may be made by delivering to Sellerthe Escrow Agent a letter of credit, which Deposit shall be credited against mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably approved by Seller issued or confirmed for direct payment by a financial institution acceptable to Seller that will accept draws upon such letter of credit in either Boston, Massachusetts or New York, New York, that expires no earlier than one hundred twenty (120) days after the balance Closing Date, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the right to draw thereon. Purchaser shall remain fully liable for the amount of the Purchase Price owed Deposit, without duplication, if any such letter of credit evidencing the Deposit expires, is terminated or is otherwise not payable to or drawable by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit Seller in accordance with the terms and provisions of this Agreement, and to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereof.

Deposit. Within one two (12) business day after days following the execution and delivery of this AgreementEffective Date, Buyer shall deliver the Initial Deposit shall be delivered by Buyer to Lawyers First American Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company (the “Escrow Agent”), at its offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxxxxxxxxx, Attention: Xx. In the event that Xxxxx Xxxxxx (Tel. (000) 000-0000; E-mail xxxxxxx@xxxxxxx.xxx). If this Agreement has not theretofore been terminated (pursuant to Section 6.02 hereof4.7.2 or otherwise), then prior to the Inspection Period expires without expiration of the Due Diligence Period, Buyer having exercised its right shall deliver the Additional Deposit to terminate Escrow Agent, and the entire Deposit shall become nonrefundable to Buyer except as otherwise expressly provided in this Agreement. If the Additional Deposit is not delivered by Buyer to Escrow Agent on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have terminated this Agreement pursuant to Section 4.7.2 and this Agreement being otherwise then in effectthe Initial Deposit (less the “Independent Consideration” (as defined below), which shall be paid to Seller) shall be returned to Buyer. The Initial Deposit and, if applicable, the Additional Deposit shall be delivered to the Escrow Agent by Buyer wire transfer of immediately available federal funds or by bank or cashier’s check drawn on a national bank reasonably satisfactory to Escrow Agent within two (2) business days after such expiration of Agent. At all times during which the Inspection Period (the Initial Deposit and the Additional Deposit, together with all interest accrued thereon, being collectively referred to herein as the “Deposit”). In the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date (as defined in Section 1.06 hereof) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit amounts so deposited hereunder shall become part of the Deposit to be held in escrow in accordance with by the terms of this Section 1.04. Upon receipt from Buyer of Escrow Agent, the Deposit, same shall be held by Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue to Buyer, except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit shall be credited a deposit against the balance of the Purchase Price owed by Buyer to Seller. By its execution and delivery of the “Initial Receipt” on the signature pages hereof, Escrow Agent shall agree to hold and dispose of the Initial Deposit in accordance with the terms and provisions of this Agreement. While the Deposit or any portion thereof is being held by the Escrow Agent, the Deposit shall be invested by the Escrow Agent in the following investments (“Approved Investments”): (i) money market funds, or (ii) such other short-term investment option offered by the Escrow Agent as may be reasonably agreed to by Seller and Buyer. All interest earned on the Deposit shall be deemed part of the Deposit for all purposes under this Agreement. Notwithstanding anything to the extent contrary contained in this Agreement, Seller and Buyer acknowledge and agree that Escrow Agent receives One Hundred Dollars ($100) of the Additional Deposit shall be paid to or retained by Seller, as provided in Section 1.04(a) hereofapplicable, Escrow Agent will similarly execute and deliver if this Agreement is terminated for any reason (the “Additional Receipt” on Independent Consideration”). Moreover, Seller and Buyer acknowledge and agree that the signature pages hereofIndependent Consideration has been bargained for and agreed to as additional consideration for Seller’s execution and delivery of this Agreement. At the Closing, the entire Deposit (including the Independent Consideration) shall be applied to the Purchase Price. Notwithstanding anything to the contrary in this Agreement, if this Agreement terminates or if the Closing fails to occur, for any reason other than Buyer’s default under this Agreement, the Deposit (less the Independent Consideration, which shall be paid to Seller) shall be promptly returned to Buyer.

Deposit. Within one Not later than two (12) business day after days following the execution and delivery of this Agreement, Buyer shall deliver to First American Title Insurance Company, 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: Xxx Xxxxxxx (“Title Company”) a deposit in the amount of One Hundred Thousand and 00/100 Dollars ($100,000) (the “Initial Deposit”). The Initial Deposit shall be delivered placed by Title Company in an interest-bearing account, with interest accruing in the name of Buyer. The interest accrued on the Initial Deposit while in escrow shall be deemed part of the Initial Deposit for purposes of this Agreement. Upon the satisfaction (or waiver in writing by Buyer) of the conditions set forth in Sections 2.1 (a) through 2.1 (d), but in no event later than the expiration of the Feasibility Period referred to in Section 2.2(a) below, Buyer shall deliver to Lawyers Title Insurance Company, National Accounts, Boston Office, Attention: Xxxxxx X. Xxxxx, Esq. Company an additional deposit in the amount of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) (the “Escrow AgentSecond Deposit”). In the event that pursuant to Section 6.02 hereof, the Inspection Period expires without Buyer having exercised its right to terminate this Agreement and this Agreement being otherwise then in effect, the Additional The Second Deposit shall be delivered placed by Buyer to Escrow Agent within two (2) business days after such expiration Title Company in an interest-bearing account, with interest accruing in the name of Buyer. The interest accrued on the Second Deposit while in escrow shall be deemed part of the Inspection Period (the Second Deposit for purposes of this Agreement. The Initial Deposit and the Additional Second Deposit, together with all interest accrued thereonthereon while in escrow, being are collectively referred to herein as the “Deposit”). In .” Upon the event that Buyer exercises its right under Section 1.06 hereof to extend the Termination Date satisfaction (as defined or waiver in Section 1.06 hereofwriting by Buyer) by paying a Second Additional Deposit (as defined in Section 1.06 hereof) into escrow, such Second Additional Deposit shall become part of the Deposit to be held conditions set forth in escrow in accordance with the terms of this Section 1.04. Upon receipt from Buyer of the DepositSections 2.1 (a) through 2.1(d) below, Escrow Agent shall invest the Deposit in an interest-bearing account or money market fund as directed by Buyer. All interest on the Deposit shall accrue be non-refundable to Buyer, Buyer (except as otherwise provided in Section 12.03 hereof. At the Closing, Escrow Agent shall release the Deposit to Seller, which Deposit this Agreement) but shall be credited against the balance Purchase Price at the Closing hereunder. In the event any of the Purchase Price owed conditions set forth in Sections 2.1 (a) through 2.1(d) are not satisfied or waived in writing by Buyer on or prior to Seller. By its execution and delivery the expiration of the “Initial Receipt” on the signature pages hereofFeasibility Period referred to in Section 2.2(a) below, Escrow Agent then this Agreement shall agree to hold and dispose be deemed terminated, all obligations of the Initial Deposit in accordance with parties hereunder (except for those obligations which expressly survive the terms and provisions termination of this Agreement, ) shall cease and the Deposit (together with the interest accrued thereon while in escrow) shall be promptly refunded to the extent that Escrow Agent receives the Additional Deposit as provided in Section 1.04(a) hereof, Escrow Agent will similarly execute and deliver the “Additional Receipt” on the signature pages hereofBuyer.